Joyner Dispatch — Terms & Conditions

Joyner Dispatch provides truck dispatching, load-sourcing, rate negotiation support, paperwork/invoicing support, and back-office fleet support services ("Dispatch Services") to (a) independent owner-operators and small motor carrier fleets that maintain their own FMCSA operating authority ("Independent Carrier"), and (b) owner-operators who operate as leased contractors under Joyner's own FMCSA motor carrier authority ("Leased Operator"). These Terms govern the relationship between Joyner and each such carrier or operator (collectively, "Client Carrier"), and identify, in Section 2, which provisions apply depending on which category describes Client Carrier's relationship with Joyner.

1. Acceptance of Terms

These Terms & Conditions ("Terms") constitute a legally binding agreement between you ("Customer," "User," "you," or "your") and Joyner Transportation & Logistic Services LLC, a Georgia limited liability company with its principal place of business in Atlanta, Georgia ("Joyner," "Company," "we," "us," or "our"), governing your access to and use of Joyner Dispatch (the "Service").

By accessing, registering for, booking, requesting, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any service-specific addenda referenced herein. If you do not agree to these Terms, you must not access or use the Service.

If you are using the Service on behalf of a business, organization, or other entity, you represent that you have authority to bind that entity, and "you" and "your" will refer to that entity.

2. Two Categories of Dispatch Relationship

2.1 Independent Carriers (Own Authority)

Where Client Carrier maintains its own active USDOT and MC operating authority, Client Carrier at all times remains an independently operating motor carrier responsible for that authority, its equipment, drivers, insurance, and compliance with all applicable federal and state regulations. Joyner does not exercise operational control over an Independent Carrier's vehicles, drivers, or routes, does not direct the manner or means of performing transportation, and is not a motor carrier, employer, or joint employer of an Independent Carrier or its drivers.

When Joyner sources loads and negotiates rates with shippers on behalf of an Independent Carrier, Joyner does so solely as that Independent Carrier's authorized agent for the limited purpose of rate negotiation and load booking. Every rate confirmation, load tender, or contract of carriage resulting from that negotiation is issued in the Independent Carrier's own name and under its own MC number — never in Joyner's name as an unaffiliated third party. Joyner does not take possession of, assume liability for, or become a party to the contract of carriage for loads performed by an Independent Carrier under this Section 2.1, and is not acting as a property broker with respect to those loads, as the contracting carrier itself remains the transportation provider of record. Client Carrier authorizes Joyner to negotiate and accept loads within parameters Client Carrier specifies (lanes, rate floors, equipment type), subject to Client Carrier's right to decline any specific load before it is confirmed.

2.2 Leased Operators (Under Joyner's Authority)

Where Client Carrier operates as a Leased Operator under a separate lease/owner-operator agreement placing its equipment and services under Joyner's own FMCSA motor carrier authority, Joyner is the motor carrier of record for loads performed by that Leased Operator, consistent with 49 C.F.R. Part 376. In that capacity, Joyner's sourcing of loads and setting of rates for Leased Operators is ordinary carrier dispatch activity under its own operating authority, not third-party brokerage, and is governed by the applicable lease/owner-operator agreement in addition to these Terms. In the event of any conflict between these Terms and that lease agreement regarding the carrier relationship, the lease agreement controls.

3. Carrier Eligibility & Compliance Requirements

To receive Dispatch Services, an Independent Carrier must, at all times, maintain: (a) active USDOT and MC operating authority in good standing; (b) cargo and auto liability insurance meeting or exceeding FMCSA minimums (and any higher minimums required by specific shippers or brokers); (c) a satisfactory or unrated FMCSA safety rating; and (d) compliance with applicable Hours of Service, ELD, drug and alcohol testing, and other FMCSA regulations applicable to its operations. A Leased Operator must meet the qualification, insurance, and compliance requirements set forth in its lease/owner-operator agreement with Joyner. Client Carrier must promptly notify Joyner of any change in operating authority status, insurance lapse, safety rating change, or out-of-service order.

4. Dispatch Services & Load Booking

Joyner will use commercially reasonable efforts to source and present available loads to Client Carrier matching Client Carrier's equipment, lanes, and preferences. For Independent Carriers, Client Carrier retains the right to decline any load before it is confirmed in its name, consistent with Section 2.1. Once a load is confirmed, Client Carrier is responsible for safe and timely performance of that load in accordance with the applicable rate confirmation and all applicable laws.

5. Fees

Joyner's dispatch fee is calculated as a percentage of gross revenue per load (or a flat fee, as agreed in the applicable Client Carrier agreement) and is deducted from settlement or invoiced to Client Carrier in accordance with the agreed payment cycle. Fee structures and payment cycles are set forth in the Client Carrier's onboarding agreement, lease agreement (for Leased Operators), or fee schedule, which is incorporated into these Terms by reference.

6. FMCSA & DOT Regulatory Compliance

Joyner operates as a FMCSA-licensed motor carrier with respect to Leased Operators under Section 2.2, and as a dispatch service provider acting as authorized agent of Independent Carriers under Section 2.1; Joyner Dispatch does not act as a property broker with respect to loads covered by either Section 2.1 or 2.2, subject to regulation by the Federal Motor Carrier Safety Administration ("FMCSA") and, where applicable, state departments of transportation. Joyner maintains active USDOT and MC operating authority appropriate to the services it provides and requires that any contracted or interlined carriers maintain valid USDOT numbers, operating authority, and insurance on file with FMCSA prior to dispatch.

Where Joyner arranges transportation through third-party motor carriers, Joyner performs broker carrier-vetting consistent with 49 C.F.R. Part 371, including verification of active operating authority, minimum insurance levels (cargo and public liability) consistent with 49 C.F.R. Part 387, and safety fitness status as reflected in FMCSA's Safety and Fitness Electronic Records (SAFER) system. Joyner does not knowingly tender freight to carriers with an "Unsatisfactory" safety rating or without current operating authority and insurance on file.

Customer acknowledges that, where Joyner acts as a broker, Joyner's role is to arrange transportation by a third-party motor carrier and that the selected carrier, not Joyner, has primary responsibility for the safe operation of the vehicle and care of the cargo while in the carrier's possession, except as otherwise provided by law or these Terms.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JOYNER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO DISPATCH SERVICES PROVIDED TO AN INDEPENDENT CARRIER UNDER SECTION 2.1 SHALL NOT EXCEED THE DISPATCH FEES PAID BY THAT INDEPENDENT CARRIER TO JOYNER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. JOYNER IS NOT RESPONSIBLE FOR CARGO CLAIMS, ACCIDENTS, CITATIONS, OUT-OF-SERVICE ORDERS, OR REGULATORY VIOLATIONS ARISING FROM AN INDEPENDENT CARRIER'S OPERATION OF ITS OWN AUTHORITY, AS JOYNER DOES NOT CONTROL AN INDEPENDENT CARRIER'S DRIVERS, EQUIPMENT, OR OPERATIONS.

Liability arising from loads performed by Leased Operators under Section 2.2 is governed by the applicable lease/owner-operator agreement and Joyner's motor carrier liability insurance, consistent with Joyner's role as carrier of record for those loads.

IN NO EVENT SHALL JOYNER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS, ARISING OUT OF OR RELATED TO DISPATCH SERVICES.

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. JOYNER DOES NOT GUARANTEE LOAD AVAILABILITY, FREIGHT RATES, OR CLIENT CARRIER'S PROFITABILITY.

8. Indemnification

You agree to indemnify, defend, and hold harmless Joyner, its parent, subsidiaries, affiliates, and their respective officers, directors, employees, contractors, 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 breach of these Terms; (b) your violation of any law or third-party right; (c) an Independent Carrier's operation of its own motor carrier authority, drivers, equipment, or any cargo, accident, or regulatory claim arising from loads performed under its own authority pursuant to Section 2.1; or (d) your negligent or willful misconduct in connection with the Service.

9. Data & Privacy

Joyner's collection, use, and disclosure of personal information in connection with the Service is governed by the Joyner Privacy Policy, available at myjoyner.com, which is incorporated into these Terms by reference. By using the Service, you consent to such collection and use.

10. Intellectual Property

All content, trademarks, logos, software, and materials associated with the Service, including the "Joyner" name and marks, are the property of Joyner Transportation & Logistic Services LLC or its licensors and are protected by intellectual property laws. Nothing in these Terms grants you any right, title, or interest in such property except a limited, non-exclusive, non-transferable, revocable license to use the Service for its intended purpose.

11. Term & Termination

These Terms remain in effect for as long as you use the Service. Joyner may suspend or terminate your access to the Service at any time, with or without cause or notice, including for breach of these Terms, non-payment, safety concerns, or suspected fraud. You may stop using the Service at any time. Provisions of these Terms that by their nature should survive termination (including limitation of liability, indemnification, dispute resolution, and intellectual property provisions) will survive.

12. Dispute Resolution; Binding Arbitration

12.1 Agreement to Arbitrate

You and Joyner agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved exclusively through final and binding arbitration, rather than in court, except that either party may bring an individual action in small claims court.

The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, where applicable, its Consumer Arbitration Rules), as then in effect. The arbitration will be conducted by a single arbitrator and will take place in Fulton County, Georgia, unless the parties agree otherwise or applicable law requires a different venue. Judgment on the arbitration award may be entered in any court having jurisdiction.

12.2 Class Action Waiver

YOU AND JOYNER 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, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. If this class action waiver is found unenforceable as to a particular claim or dispute, that claim or dispute will be resolved in court, and the remainder of this arbitration agreement will remain in effect.

12.3 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to legal@myjoyner.com within thirty (30) days of first accepting these Terms. Your notice must include your name, account information, and a clear statement that you wish to opt out of arbitration. If you opt out, all disputes will be resolved in accordance with Section 13 (Governing Law) through the courts identified therein.

13. Governing Law

These Terms and any dispute arising out of or related to them or the Service shall be governed by the laws of the State of Georgia, without regard to its conflict-of-laws principles, except to the extent governed by the Federal Arbitration Act with respect to the Dispute Resolution section above. To the extent any matter is not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fulton County, Georgia.

14. Force Majeure

Joyner shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, weather, traffic conditions, road closures, governmental action, labor disputes, civil unrest, pandemic, fuel shortages, equipment failure, or other events of force majeure.

15. General Provisions

15.1 Modifications

Joyner may revise these Terms from time to time. Material changes will be communicated via the Service, email, or posting an updated effective date. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

15.2 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

15.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

15.4 Assignment

You may not assign or transfer these Terms or any rights hereunder without Joyner's prior written consent. Joyner may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

15.5 Entire Agreement

These Terms, together with any referenced policies and service-specific addenda, constitute the entire agreement between you and Joyner regarding the Service and supersede all prior agreements and understandings.

15.6 Notices

Notices to Joyner should be sent to legal@myjoyner.com or to Joyner Transportation & Logistic Services LLC, Atlanta, Georgia. Joyner may provide notices to you via the contact information associated with your account.

15.7 Contact

Questions about these Terms may be directed to legal@myjoyner.com.