Contractor Agreement

Last Updated: March 13, 2026

This Contractor 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 business or individual accepting this Agreement ("Contractor," "you," or "your").

By creating an account, checking the box or clicking "I agree" to indicate acceptance during onboarding, accessing the Moveflow platform, or placing any order through Moveflow, you agree to be bound by this Agreement. If you do not agree, do not use the platform.

1. Definitions

"Haul Services" means the delivery of aggregate materials (rock, gravel, sand, and similar materials) from a designated quarry or supplier to a designated delivery location, including transportation and delivery to the job site.

"Order" or "Haul" means a single request for Haul Services placed through the Platform, as confirmed by Moveflow.

"Platform" means the Moveflow transportation management system, including the web platform and mobile application, through which Orders are placed and tracked.

"Operator" means the dump truck operator or business that performs the transportation and delivery for an Order, engaged by Moveflow to fulfill Haul Services.

2. Merchant of Record — You Purchase from Moveflow

2.1 Moveflow is the Seller. You are purchasing Haul Services from Moveflow. Moveflow is the Merchant of Record and is responsible for selling, invoicing, and fulfilling Haul Services. You contract with Moveflow—not with Operators—for Haul Services.

2.2 Payment to Moveflow. You pay Moveflow for Haul Services. All payments, including for materials and delivery, are made to Moveflow. You have no direct payment relationship with Operators. Moveflow arranges for Operators to perform the transportation and delivery on Moveflow's behalf.

2.3 Invoicing, Refunds, and Disputes. Moveflow is responsible for:

• Issuing invoices and receipts for Haul Services;
• Processing payments;
• Handling refunds and returns; and
• Resolving payment disputes and chargebacks.

3. Orders and Fulfillment

3.1 Placing Orders. You place Orders through the Platform by specifying the materials, quantities, pickup location (quarry or supplier), delivery location, and other relevant details. Moveflow will confirm the Order and provide pricing. An Order is binding when you confirm and pay (or commit to pay) through the Platform.

3.2 Pricing and Payment. Pricing is displayed at checkout. You agree to pay the amount shown for each Order. Payment is due as specified at checkout (e.g., at time of order or upon delivery confirmation). You authorize Moveflow to charge the payment method you provide for all Orders and applicable fees.

3.3 Fulfillment. Moveflow will arrange for an Operator to fulfill each Order. Moveflow does not guarantee a specific Operator or delivery time, but will use reasonable efforts to complete delivery within the estimated window. Delivery is complete when materials are delivered to the designated location and you or your representative confirms delivery (including via proof of delivery through the Platform).

3.4 Cancellation. Cancellation terms are as specified in the Platform at the time of order. You may cancel an Order in accordance with those terms. Moveflow may cancel an Order for cause (e.g., inability to fulfill, weather, site access issues) and will refund any amounts paid for cancelled Orders per Moveflow's cancellation policy.

4. Your Obligations

4.1 Accurate Information. You agree to provide accurate and complete information when placing Orders, including correct delivery addresses, contact information, and access instructions. You are responsible for ensuring that the delivery location is accessible to dump trucks and that you or an authorized representative is available to receive and confirm delivery when required.

4.2 Site Access and Safety. You are responsible for ensuring safe and lawful access to the delivery site. You will obtain any required permits, approvals, or permissions for delivery. Moveflow and Operators are not responsible for site conditions, zoning, or access restrictions at your location.

4.3 Payment. You agree to pay all amounts due for Orders in accordance with this Agreement. You will maintain a valid payment method on file. Failure to pay may result in suspension of your account, collection action, and/or termination of this Agreement.

4.4 Compliance. You agree to comply with all applicable laws in connection with your use of the Platform and receipt of Haul Services.

5. Limitation of Liability

5.1 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, THE PLATFORM, OR HAUL SERVICES SHALL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT YOU PAID TO MOVEFLOW FOR THE ORDER(s) GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE CLAIM.

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

5.3 Operators. Moveflow arranges for Operators to perform Haul Services. Moveflow is not liable for the acts or omissions of Operators except to the extent Moveflow is required to fulfill or refund your Order under this Agreement. Your rights under this Agreement are against Moveflow as the seller.

6. 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 breach of this Agreement; (b) your use of the Platform or receipt of Haul Services; (c) your violation of any law or regulation; (d) your negligence or willful misconduct; or (e) any claim by a third party arising from your delivery site, access instructions, or site conditions.

7. Term and Termination

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

7.2 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 obligations for Orders placed before termination.

7.3 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) non-payment; (c) fraudulent or illegal activity; or (d) other conduct Moveflow reasonably determines is harmful to the Platform or its users.

7.4 Effect of Termination. Upon termination: (a) your right to access the Platform and place new Orders ceases; (b) you remain obligated to pay for Orders placed before termination; and (c) provisions that by their nature should survive (including Sections 5, 6, 8, 9, and 10) will survive termination.

8. Dispute Resolution and Arbitration

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

8.2 Binding Arbitration. If informal resolution fails, any dispute arising out of or related to this Agreement, the Platform, or Haul Services 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.

8.3 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.

8.4 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.

9. General Provisions

9.1 Governing Law. This Agreement is governed by the laws of the State of South Carolina, without regard to conflict of law principles.

9.2 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 Haul Services. In the event of conflict between this Agreement and the Terms of Use, this Agreement controls with respect to contractor-specific terms.

9.3 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.

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

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

9.6 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.

10. 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 understand that you are purchasing Haul Services from Moveflow as the seller and Merchant of Record;

(c) You will pay Moveflow for all Orders in accordance with this Agreement;

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

(e) The information you have provided to Moveflow (including business name, contact information, and delivery addresses) is accurate and complete.

11. Contact Information

For questions about this Agreement or to resolve disputes, contact Moveflow at:

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

By creating an account, checking the box or clicking "I agree" to indicate acceptance, accessing the Platform, or placing any Order, you acknowledge that you have read, understood, and agree to be bound by this Contractor Agreement.