Lead Exchange Agreement

This Lead Exchange Agreement (the "Agreement") is a binding contract between the business that lists a carrier lead on the Fr8Desk Marketplace (the "Seller") and the business that buys it (the "Buyer"). Each is a "Party" and together they are the "Parties".

The Seller accepts this Agreement by signing it when it lists a lead. The Buyer accepts it by signing it at checkout. The Agreement becomes effective and fully executed between the Seller and the Buyer, for that one lead, at the moment the Buyer's payment is confirmed (the "Effective Date"). A separate Agreement is formed for every lead traded.

Each person who signs states, under penalty of perjury, that they are at least 18 years old, that the name they type is their true legal name, and that they have the authority to bind the business they sign for. If they do not have that authority, they are personally bound by this Agreement.

Fr8Desk is software operated by Espinosa Freight Systems LLC. Espinosa Freight Systems LLC provides the Marketplace, runs the vetting checks, processes payment through Stripe, holds funds during the protection window and keeps the records of this Agreement. Espinosa Freight Systems LLC is not a party to this Agreement, is not a broker, agent, partner or representative of either Party, does not own any lead, and makes no promise that any lead will become a customer.

Both Parties release Espinosa Freight Systems LLC, its owners, employees and contractors from any claim arising out of a lead, its use, or the other Party's conduct, except for Espinosa Freight Systems LLC's own obligation to handle funds as described in sections 9 and 10. The Fr8Desk Terms of Service also apply to both Parties' use of the Marketplace.

"Lead" means the information about one motor carrier listed on the Marketplace: its business details, equipment, operating area, application answers and fit score, and its identity and contact details (legal name, USDOT and MC numbers, the contact person's name, phone number and email).

"Contact Information" means the identity and contact details of a Lead, which are revealed only to the Buyer after payment.

"Carrier" means the motor carrier a Lead describes. A Carrier is a business, never a consumer, and is contacted only about business services (truck dispatch). Because many owner-operators use a personal mobile phone for their business, both Parties will treat every phone number in a Lead as one that consumer telephone and texting laws may protect.

"Protection Window" means the period after the Buyer's payment is confirmed during which a bad lead can be reported. It is shown to the Buyer at checkout before paying and is never less than 72 hours.

The Seller represents and warrants that, before listing, the Carrier's authorized representative expressly agreed to have their business details and Contact Information shared with another freight dispatcher, and to be contacted by that dispatcher about dispatch services on the channels they chose (phone calls, text messages, email).

That agreement must be confirmed by the Carrier itself on the Fr8Desk consent page, through a private link the Seller sends the Carrier from the Seller's own phone or email (the "Carrier Consent Record"). The Carrier Consent Record states the exact consent language, the representative's name and title, the phone number and email the Carrier chose, the channels it allowed, and the time, IP address and browser it was given from. A Lead cannot be listed without a confirmed Carrier Consent Record, and the Carrier Consent Record is delivered to the Buyer with the Lead.

The Seller will keep written or recorded proof of that consent (the date, the method, and who gave it) for at least 5 years, and will give a copy to the Buyer or to Espinosa Freight Systems LLC within 5 business days of a request. A Lead listed without that consent is a material breach of this Agreement.

The Seller will not list any Carrier that asked not to be contacted, is on the Seller's internal do-not-contact list, or whose contact person the Seller knows to be on the National Do Not Call Registry for a personal number, unless the consent above covers it.

Key clause: the seller initials it when signing.

The Seller represents and warrants that: (a) it obtained the Lead lawfully, directly from the Carrier or through its own lawful business activity, and not by scraping, buying lists, impersonation, or from another dispatcher's confidential data; (b) every fact in the Lead is true, current and complete to the best of its knowledge after reasonable effort, and nothing was invented or inflated; (c) the Contact Information reaches the Carrier's authorized decision-maker; (d) the Lead is not currently under contract with the Seller as a dispatched carrier, and the Seller is not aware of any exclusive dispatch agreement that would stop the Carrier from working with the Buyer; (e) the Lead has not been sold, given or promised to anyone else; and (f) listing and transferring the Lead does not break any law, contract, or duty of confidentiality the Seller owes anyone.

The Seller understands that Fr8Desk independently verifies each Lead against public FMCSA records and other checks before it can be listed, and that passing those checks does not relieve the Seller of these promises.

Key clause: the seller initials it when signing.

Each Lead is sold once and exclusively to one Buyer. For 180 days after the Effective Date, the Seller will not, directly or through anyone else: (a) sell, list, share, give or disclose the same Carrier to any other person, on or off the Marketplace; (b) solicit the Carrier for its own dispatch services or encourage it not to work with the Buyer; or (c) use the fact of the sale to interfere with the Buyer's relationship with the Carrier.

This does not stop the Seller from continuing a dispatch relationship the Carrier itself starts with the Seller after the Carrier has declined the Buyer in writing, and does not apply if the sale is refunded under section 10.

Because the harm from a breach of this section is real but hard to measure, the Seller agrees to pay the Buyer, as liquidated damages and not as a penalty, three times the price the Buyer paid for the Lead for each breach, in addition to refunding that price. The Parties agree this amount is a reasonable estimate of the Buyer's loss.

Key clause: the seller initials it when signing.

The Buyer will use the Lead and its Contact Information only to offer its own freight dispatch services to the Carrier, and for no other purpose.

The Buyer will not resell, sublicense, publish, share or give the Lead or its Contact Information to anyone outside its own business, including other dispatchers, list brokers, factoring companies, lenders, insurers or marketers, without the Carrier's own written consent.

The Buyer will contact the Carrier honestly: it will identify itself and its company in the first contact, explain that the Carrier agreed to be referred, never claim to be the Seller or Fr8Desk, and stop contacting the Carrier immediately if asked.

The Buyer will contact the Carrier only on the channels and at the phone number and email the Carrier chose in the Carrier Consent Record. If the Carrier revokes its consent, Fr8Desk will notify the Buyer, and the Buyer will stop all contact on the strength of this sale at once and record the Carrier as opted out.

Key clause: the buyer initials it when signing.

Each Party is solely responsible for its own compliance with every law that applies to how it obtains, shares and uses a Lead, including the Telephone Consumer Protection Act (47 U.S.C. § 227) and FCC rules under it, the Telemarketing Sales Rule (16 C.F.R. Part 310), the CAN-SPAM Act (15 U.S.C. § 7701 et seq.), the Florida Telephone Solicitation Act (Fla. Stat. § 501.059), the Florida Telemarketing Act (Fla. Stat. Chapter 501, Part IV), carrier registration rules for business text messaging, and every comparable state law.

The Buyer will honor every opt-out request (including "STOP" replies) at once and across all channels, will not use an automatic telephone dialing system or artificial or prerecorded voice to call a mobile number without the consent the law requires, will not text or call outside 8 a.m. to 8 p.m. in the Carrier's local time, and will not make more than 3 calls or send more than 3 text messages to the Carrier about the same subject in any 24-hour period. Every text message will identify the sender's business and tell the Carrier how to opt out (for example "Reply STOP to opt out"), and every email will include the sender's business name, a valid postal address and a working unsubscribe link.

Neither Party will buy, sell or list a Lead about any person who is not a business, or a Carrier on the Fr8Desk do-not-list, and neither will contact a Carrier on the National Do Not Call Registry or any state do-not-call list without the consent the law requires.

Each Party will protect the Contact Information with reasonable security, will not store it anywhere it does not need to, and will notify the other Party and Espinosa Freight Systems LLC within 72 hours of learning of any unauthorized access to it.

Key clause: both parties initial it when signing.

The Buyer pays the listed price in U.S. dollars through Stripe at checkout, and pays no fee on top of it. Out of that price, Espinosa Freight Systems LLC keeps a platform fee for each sale (US$1.00 unless Fr8Desk shows a different amount on the Marketplace before the Lead sells; the amount shown when the Buyer pays is fixed for that trade), and Stripe's own processing cost for the payment is deducted. The Seller receives the rest: the price less Stripe's processing cost and the platform fee. The platform fee is earned only on what the Buyer keeps paid: if the Buyer is refunded in full, the platform fee is returned with it.

Espinosa Freight Systems LLC holds the payment for the Protection Window. If no report is filed in that window, the payment is released to the Seller's own connected Stripe account. A Seller without a connected, payable Stripe account is paid once it connects one. Each Party is responsible for its own taxes on the trade.

During the Protection Window, the Buyer may report a Lead as bad for one of these reasons: the Contact Information is wrong or does not reach the Carrier; the Carrier's operating authority is not active or the Carrier is out of service; the Carrier says it never agreed to be referred, or says it is not and was not looking for a dispatcher; the Lead duplicates one the Buyer already had or bought; or another material fact in the Lead is false. The Buyer must describe what happened truthfully and give any evidence it has.

The Seller may respond. Espinosa Freight Systems LLC reviews the report and decides, in its reasonable judgment, to refund the Buyer in full (the Lead then returns to the Seller, and the Buyer must delete the Contact Information and not contact the Carrier again on the strength of this sale) or to release the payment to the Seller. Both Parties accept that decision as final for the purposes of the Marketplace, without limiting any claim either may bring against the other under this Agreement.

Outside of this process all sales are final. Filing a false report, or contacting the Carrier after a refund, is a material breach of this Agreement.

Key clause: both parties initial it when signing.

Each Party will keep confidential the terms of each trade, the other Party's non-public business information, and (for the Buyer) the Contact Information, using at least the care it uses for its own confidential information. These duties last for 3 years after the Effective Date, and for Contact Information for as long as the Buyer holds it.

The Parties are independent businesses. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, agency or profit-sharing relationship between them unless they sign a separate written agreement that says so. Neither Party may make any promise on the other's behalf. A Party that later agrees with the other to share revenue from a Carrier does so under its own separate agreement, not this one.

Neither Party is a freight broker by reason of this Agreement, and neither will arrange freight for the other's carriers without the authority the law requires.

Each Party (the "Indemnifying Party") will defend, indemnify and hold harmless the other Party and Espinosa Freight Systems LLC, and their owners, employees and contractors, from and against every claim, fine, penalty, loss, damage, settlement, cost and reasonable attorneys' fee arising out of: (a) the Indemnifying Party's breach of this Agreement; (b) its violation of any law, including the telemarketing, messaging and privacy laws in section 8; or (c) its negligence or willful misconduct. The Seller's duty covers any claim that a Carrier did not consent to being shared. The Buyer's duty covers any claim arising from how it contacted or used the Carrier.

Key clause: both parties initial it when signing.

Except for a Party's duties under sections 4, 5, 6, 7, 8, 11 and 13, and for fraud or willful misconduct, neither Party is liable to the other for lost profits or for indirect, incidental, special or consequential damages, and each Party's total liability to the other under this Agreement is limited to three times the price of the Lead.

Espinosa Freight Systems LLC's total liability to either Party in connection with a trade is limited to the amount it holds for that trade. A Lead is a business introduction, not a promise of revenue: no Party guarantees that a Carrier will sign with, pay or keep working with the Buyer.

A Party that believes the other has breached this Agreement will give written notice through the Marketplace or to the other Party's account email and allow 10 days to cure, where a cure is possible. Espinosa Freight Systems LLC may suspend or permanently remove any Party from the Marketplace for a breach, a pattern of bad-lead reports, or conduct that harms Carriers or other users, and may hold or refund funds as described in section 10.

Both Parties consent to Espinosa Freight Systems LLC keeping a complete record of this Agreement (the exact text signed, each signature, its time, IP address and browser, the Lead as listed, the payment and any report) for at least 5 years after the trade, and to Espinosa Freight Systems LLC producing that record to either Party, to a court, or to a regulator when the law requires or in a dispute between the Parties.

The Parties agree to sign and receive this Agreement electronically. Typing a full legal name, the initials beside each key clause, and selecting "Sign Agreement" is each Party's electronic signature, adopted with the intent to sign, and has the same legal effect as a handwritten signature under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the Florida Uniform Electronic Transaction Act (Fla. Stat. § 668.50). Each Party may download and print the executed Agreement at any time from its account.

This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-law rules. Any dispute between the Parties arising out of or relating to this Agreement will be brought exclusively in the state and federal courts located in Florida, and each Party consents to their personal jurisdiction. The prevailing Party in any such action is entitled to its reasonable attorneys' fees and costs. Each Party waives trial by jury to the extent the law allows.

Nothing in this section stops a Party from seeking an injunction in any court to stop a breach of sections 6, 7, 8 or 11, where money damages would not be enough.

This Agreement, together with the listing as it stood when the Buyer paid, is the entire agreement between the Parties about the Lead, and replaces anything else they said or wrote about it. It can be changed only in a writing signed by both Parties. If any part is found unenforceable, it will be enforced to the greatest extent allowed and the rest stays in effect. A Party's failure to enforce a right is not a waiver of it. Neither Party may assign this Agreement without the other's written consent, except to a buyer of substantially all of its business. Sections 4 through 8 and 10 through 18 survive the end of this Agreement.