DispatchDeck

Partner Agreement

Version 2 · Effective: May 1, 2026 · View v1 (April 22, 2026)

1. Parties

This Agreement ("Agreement") is entered into between Blue Collar Coding LLC, a North Dakota limited liability company with its principal place of business at 1109 6th Ave E, Williston, ND 58801 ("DispatchDeck," "we," "us," "our"), and the company or individual identified on the signup form ("Partner," "you," "your").

2. Definitions

• "Platform" means the DispatchDeck software-as-a-service product and related services located at dispatchdeck.app.
• "Client" means a motor carrier or fleet operator that Partner refers to, or administers within, the Platform under Partner's compliance managed tenants.
• "Managed Tenant" means a Client account for which Partner has been granted administrative compliance access.
• "Subscription Fee" means the recurring fee DispatchDeck charges the Client for access to the Platform, currently $150 per month per Client.
• "Pass-Through Services" means third-party services DispatchDeck resells at the third-party's wholesale cost plus a processing buffer described in Section 6.2, including Checkr motor vehicle records (MVRs), background checks, drug testing, and Clearinghouse queries.
• "DPA" means the Data Processing Addendum located at dispatchdeck.app/legal/dpa-v1.html, incorporated into this Agreement by reference.

3. Appointment; Non-Exclusivity

DispatchDeck appoints Partner as a non-exclusive referral and compliance-administration partner. Partner may continue to offer any other services or software to its clients. DispatchDeck may appoint other partners in any territory, including overlapping with Partner's client base.

4. What Partner Does

• Refers Clients to DispatchDeck, either by direct introduction or by using Partner-branded referral links and lead magnets provided by DispatchDeck.
• Administers the compliance functions of Managed Tenants (driver qualification files, medical cards, MVRs, Clearinghouse queries, audit readiness) using the Partner portal.
• Represents DispatchDeck accurately, using only marketing materials DispatchDeck supplies or approves in writing.

5. What DispatchDeck Does

• Provides the Platform and customer support for Clients.
• Owns the direct commercial relationship with each Client, including contracting, billing, payment processing, support SLAs, and service delivery.
• Provisions Partner with portal access, a partner-branded invoice footer and statement descriptor, a partner-branded lead magnet URL, and Stripe Connect payout onboarding.

6. Commercial Terms

6.1 Revenue Share on Subscription Fees

For each paying Client that signs up through Partner's referral link, lead magnet, or direct provisioning by Partner:

• Months 1–2 after first paid charge: 50% of the Net Subscription Fee actually received by DispatchDeck.
• Month 3 onward, for the life of the Client account: 20% of the Net Subscription Fee actually received by DispatchDeck.

"Net Subscription Fee" means the recurring monthly $150 Platform subscription fee plus any recurring Platform add-on fees that are charged on the same subscription (e.g., additional vehicle slots), after subtracting: refunds, chargebacks, Stripe and card-network processing fees actually incurred, and any applicable sales or use tax collected on behalf of a taxing authority.

The following are excluded from the Net Subscription Fee base: one-time setup fees, Pass-Through Services (Section 6.2), SMS credit top-ups, implementation or migration services, and amounts DispatchDeck invoices outside the monthly subscription.

Revenue share accrues only on charges that actually clear; refunded or charged-back amounts are clawed back against Partner's future payouts.

6.2 Pass-Through Services (No Revenue Share)

Pass-Through Services (Checkr MVRs, background checks, drug tests, Clearinghouse queries) are billed to the Client at the third-party's wholesale cost plus a processing buffer of the greater of (a) ten percent (10%) of the wholesale cost or (b) one dollar ($1.00) per pull. The processing buffer is intended to cover Stripe payment-processing fees, server execution costs, vendor account management, and support overhead; it is not commercial profit and DispatchDeck operates this billing line on a substantially break-even basis. The buffer is not subject to revenue share. Partner may resell its own MVR, drug-testing, or background services to the Client outside the Platform; any such arrangement is solely between Partner and the Client.

Pass-Through Service charges appear as line items on the Client's monthly DispatchDeck invoice when the underlying report completes — abandoned invitations and reports that never run cost the Client nothing.

6.3 Payouts via Stripe Connect

All revenue share payouts are made through Stripe Connect Express. Partner must complete Stripe's onboarding (bank account, W-9 or W-8BEN, identity verification) before the first payout can be released. Stripe, not DispatchDeck, performs Know-Your-Customer review and files IRS Form 1099 for Partner.

Transfers are triggered when a Client's subscription charge clears Stripe. DispatchDeck withholds revenue share on any Client charge that is disputed, refunded, or under review until the matter is resolved.

6.4 No Charging the Client Separately

Partner shall not invoice or charge the Client for access to the Platform itself. Partner may charge the Client for Partner's own compliance services (audits, training, consulting, MVR resale, etc.) under a separate agreement between Partner and the Client. Those arrangements do not involve DispatchDeck.

7. Client Relationship Ownership

DispatchDeck owns the direct customer relationship with each Client. Partner acknowledges that:

• The Client's subscription is with DispatchDeck, not Partner.
• The Client may cancel, modify, or dispute their subscription directly with DispatchDeck at any time without consulting Partner.
• If the Client terminates its relationship with Partner (but not with DispatchDeck), revenue share on that Client ceases as of the termination date.
• If DispatchDeck terminates the Client account for non-payment, breach, or fraud, revenue share on that Client ceases as of the termination date.

8. Data Access and Confidentiality

8.1 Scope of Access

When a Client grants Partner compliance-manager access, Partner will have access to Client data inside the Platform, which may include driver names, contact information, driver license and endorsement data, medical card expirations, motor vehicle records, drug and alcohol test results, and—for driver qualification file purposes—sensitive identifiers such as Social Security Numbers.

8.2 Data Processing Addendum

Partner's handling of Client personal data is governed by the Data Processing Addendum at /legal/dpa-v1.html, which is incorporated into this Agreement. By accepting this Agreement, Partner also accepts the DPA.

8.3 Confidentiality

Partner will treat all Client data, DispatchDeck pricing, unreleased product information, and other non-public information as confidential. Partner will not disclose it to any third party except as necessary to perform Partner's compliance services for the Client, and only to personnel bound by confidentiality obligations at least as protective as this Section.

8.4 Non-Solicitation of DispatchDeck Customers

During the term of this Agreement and for 12 months after Partner's access to a given Client ends, Partner shall not, directly or indirectly, using Client data, DispatchDeck-provided lead lists, or information obtained through access granted under this Agreement:

• Solicit, encourage, or assist a Client to terminate or reduce its DispatchDeck subscription in favor of a Competing Product;
• Market, resell, or recommend a Competing Product to a Client that Partner first accessed through the Platform; or
• Introduce a Client to a Competing Product vendor for the purpose of replacing DispatchDeck.

"Competing Product" means any software-as-a-service platform marketed to small or mid-sized motor carriers that provides any one or more of the following core functions as a primary use case: dispatch and load assignment, driver mobile job boards, DVIR and maintenance tracking, load- or freight-based electronic invoicing and billing, or driver qualification file management. General-purpose accounting, CRM, or communication tools that happen to be usable by a carrier are not Competing Products unless they are marketed as a trucking-operations platform. Representative examples as of the effective date include Motive, Samsara, Trimble TMW, AscendTMS, McLeod, TruckingOffice, Q7 Fleet, ITS Dispatch, and DAT TMS.

This Section does not restrict Partner from: (a) continuing to provide its own DOT compliance consulting, training, auditing, drug-testing, or MVR-review services to the Client under a separate agreement; (b) providing general industry advice that does not identify DispatchDeck; or (c) servicing Clients that Partner had a pre-existing documented relationship with before Partner signed this Agreement, to the extent that pre-existing relationship did not arise from DispatchDeck outreach or lead lists.

9. Marketing, Logos, and Trademarks

• Partner grants DispatchDeck a non-exclusive, royalty-free license to display Partner's name and logo on Partner-branded invoices, the Partner lead magnet, the Partner portal, and DispatchDeck marketing materials listing partner firms, for the term of this Agreement.
• DispatchDeck grants Partner a non-exclusive, royalty-free license to use the DispatchDeck name and logo solely to promote the Platform to its clients, using materials DispatchDeck provides or approves.
• Either party may revoke its trademark license on 30 days written notice without terminating this Agreement.
• Neither party may disparage the other or make unsupported claims about the other's product, services, or performance.

10. Compliance With Law; Sanctions and Export

Each party will comply with all laws and regulations applicable to its performance under this Agreement, including FMCSA regulations, state motor carrier compliance laws, data protection laws, anti-bribery laws (including the U.S. Foreign Corrupt Practices Act), and U.S. sanctions and export-control laws.

Partner represents and warrants that Partner, its owners, and its personnel are: (a) not listed on the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) Specially Designated Nationals list, the U.S. Department of Commerce's Denied Persons list, or any comparable sanctions or export-control list; (b) not located, organized, or resident in a country or territory subject to comprehensive U.S. sanctions; and (c) not acting on behalf of any such listed person, country, or territory. Partner will provide DispatchDeck with reasonable information needed to verify these representations on request.

Partner further represents that it holds any professional licenses required by applicable law to provide DOT compliance consulting services to its Clients.

10A. Intellectual Property; Feedback; Non-Circumvention

• DispatchDeck IP. The Platform, its source code, its user interface, its data model, documentation, training materials, and all related intellectual property are and will remain the sole property of DispatchDeck. Nothing in this Agreement grants Partner any ownership interest in the Platform. Partner receives only the limited right of access described in Section 4.
• Feedback license. If Partner (or Partner's personnel) provides suggestions, ideas, feature requests, or other feedback about the Platform, Partner grants DispatchDeck a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate that feedback into the Platform without obligation, attribution, or compensation to Partner.
• No reverse engineering. Partner will not reverse-engineer, decompile, scrape, or attempt to derive the source code or non-public APIs of the Platform, or use the Platform to build a competing product.
• Non-circumvention of payouts. Partner will not encourage, assist, or structure a Client's engagement to cause the Client's payments for Platform access to be made outside DispatchDeck's billing system (e.g., direct payments from Client to Partner in lieu of Stripe subscription), or otherwise arrange the relationship in a way designed to avoid DispatchDeck's revenue-share accounting.

11. Term and Termination

• Term. This Agreement begins when Partner accepts it and continues until terminated.
• Termination for convenience. Either party may terminate this Agreement at any time on 30 days written notice.
• Termination for cause. DispatchDeck may terminate immediately if Partner (a) breaches the DPA, Section 8 (Data Access), or Section 14 (Independent Contractor) and fails to cure within 10 days of written notice; (b) engages in fraud, misrepresentation, or spam outreach; (c) becomes insolvent; or (d) loses any license required to offer compliance services.
• Effect of termination. Partner's access to the Partner portal and to Managed Tenants terminates on the effective date. Revenue share on Clients already onboarded continues under Section 6.1 only if DispatchDeck terminated for convenience and not for cause; if DispatchDeck terminates for cause, revenue share stops on the effective date. Sections 6.1 (only to the extent of accrued unpaid amounts), 7, 8 (including the DPA), 9, 10, 10A, 11, 11A, 12, 13, 13A, 14, 15, and 16 survive termination. Partner's data-security, confidentiality, and data-deletion duties under Section 8 and the DPA survive indefinitely with respect to personal data actually accessed during the term.

11A. Handoff on Termination

Termination of this Agreement does not terminate any Client's DispatchDeck subscription. Each Client's relationship with DispatchDeck continues independently. On or before termination, Partner will cooperate reasonably with DispatchDeck to:

• Notify affected Clients of Partner's departure (content to be coordinated with DispatchDeck so as not to disparage either party);
• Assist the Client or a replacement partner in completing any compliance work Partner had in progress; and
• Confirm in writing that Partner has deleted Client personal data held outside the Platform in accordance with DPA Section 11.

12. Warranties and Disclaimers

The Platform is provided "as is" and "as available." DispatchDeck disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. DispatchDeck does not warrant that the Platform will be error-free, uninterrupted, or that any compliance calculation, deadline, or status shown in the Platform is a substitute for Partner's or the Client's own review of federal and state motor carrier law.

13. Limitation of Liability

To the maximum extent permitted by law:

• No consequential damages. Neither party is liable to the other for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, or lost or corrupted data, even if advised of the possibility of such damages. This paragraph does not limit a party's obligation to indemnify the other for a third-party claim that itself includes such damages.
• General cap (first-party direct claims). Each party's total aggregate liability to the other for direct claims between the parties under this Agreement, other than under the carve-outs below, is limited to the greater of (a) the total revenue share paid or payable to Partner in the 12 months preceding the claim, or (b) $1,000.
• Super-cap for data matters (first-party direct claims). Each party's total aggregate liability to the other for any direct claim between the parties that arises out of or relates to the processing, security, confidentiality, or misuse of Client personal data, or to a breach of Section 8.3 (Confidentiality), Section 10 (Sanctions/Export reps), Section 10A (IP and Non-Circumvention), Section 14 (Independent Contractor), or the DPA — regardless of the legal theory under which the claim is brought — is limited to the greater of (a) two (2) times the total revenue share paid or payable to Partner in the 12 months preceding the claim, or (b) $25,000.
• Fully uncapped — no cap applies. No cap in this Section applies to: (i) a party's willful misconduct, gross negligence, or fraud; (ii) Partner's unauthorized sale, sharing, or misappropriation of Client personal data; (iii) a party's indemnification obligation under Section 13A for a third-party claim, including all settlement amounts, judgments, and reasonable attorneys' fees and defense costs; (iv) a party's payment obligations for fees, revenue share, refunds, or taxes properly owed under this Agreement; or (v) any liability that cannot be limited under applicable law.

13A. Indemnification

Partner indemnification. Partner will defend, indemnify, and hold harmless DispatchDeck (and its officers, employees, and affiliates) from and against any third-party claim, loss, liability, damage, fine, or expense (including reasonable attorneys' fees) arising out of or related to: (a) Partner's breach of the DPA or Section 8 of this Agreement; (b) Partner's breach of Section 10 (Sanctions/Export) or Section 10A (IP/Non-Circumvention); (c) Partner's misrepresentation to a Client or prospect about the Platform or about Partner's authority to bind DispatchDeck; (d) Partner's own professional services or advice to a Client (including compliance recommendations, training, audits, and MVR-review services) that occur outside the Platform or that are attributable to Partner's professional judgment rather than a Platform function; or (e) Partner's gross negligence, willful misconduct, or fraud.

DispatchDeck indemnification. DispatchDeck will defend, indemnify, and hold harmless Partner from and against any third-party claim that the Platform, as provided by DispatchDeck and used in accordance with this Agreement, infringes a U.S. patent, copyright, or trademark. DispatchDeck has no obligation under this paragraph for claims arising from: (i) Partner's modification or combination of the Platform with non-DispatchDeck materials; (ii) Partner's use of the Platform outside the scope of this Agreement; or (iii) Client-supplied content. If the Platform is held, or DispatchDeck believes it is likely to be held, to infringe, DispatchDeck may at its option modify the Platform to make it non-infringing, procure the right to continue using it, or terminate this Agreement on notice and refund unearned revenue share, if any; these are Partner's sole remedies for IP infringement.

Procedure. The party seeking indemnification must promptly notify the other in writing of any claim (delay that prejudices the indemnifying party reduces indemnity accordingly), give the indemnifying party sole control of the defense and settlement (except the indemnifying party may not agree to any settlement that imposes a non-monetary obligation on the indemnified party without consent), and cooperate reasonably at the indemnifying party's expense.

14. Independent Contractor

Partner is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint-venture relationship. Partner has no authority to bind DispatchDeck to any contract, statement, or obligation, and may not represent otherwise to Clients or prospects.

15. Changes to This Agreement

DispatchDeck may revise this Agreement from time to time. When we do, we will post the revised version at a new version URL (e.g., /legal/partner-agreement-v2.html) and require Partner to accept it on next login to the Partner portal. Partner's continued use of the Partner portal after accepting the revised version constitutes acceptance. If Partner does not accept the revised version, Partner's sole remedy is to terminate this Agreement under Section 11.

16. General

• Governing law; venue. This Agreement is governed by the laws of the State of North Dakota, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Williams County, North Dakota.
• Assignment. Partner may not assign this Agreement without DispatchDeck's prior written consent. DispatchDeck may assign this Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.
• Entire agreement. This Agreement (together with the DPA) is the entire agreement between the parties regarding its subject matter and supersedes all prior discussions.
• Severability. If any provision is held unenforceable, the remainder remains in effect.
• No waiver. A party's failure to enforce any provision is not a waiver of that provision.
• Consent to electronic records; electronic signatures. Partner consents to receive this Agreement, the DPA, and all related notices, disclosures, and amendments in electronic form. Partner may request a paper copy of any electronic record by emailing chris@dispatchdeck.app at no charge; Partner's request for a paper copy does not constitute withdrawal of consent. Partner may withdraw consent to electronic records at any time by sending written notice to chris@dispatchdeck.app, in which case DispatchDeck may, at its option, terminate Partner's account. To access and retain electronic records, Partner needs a modern web browser, a device capable of viewing HTML and PDF, and a working email account. Partner's acceptance flow — consisting of (a) a separate ticked checkbox for this Agreement, (b) a separate ticked checkbox for the DPA, (c) Partner's typed legal name and title in the electronic signature field, and (d) DispatchDeck's server-side record of the agreement version, timestamp, IP address, and user agent — constitutes Partner's valid electronic signature and intent to be bound under the Electronic Signatures in Global and National Commerce Act (E-SIGN), 15 U.S.C. §7001 et seq., and the Uniform Electronic Transactions Act (UETA) as adopted in North Dakota.
• Notices. Notices to DispatchDeck: chris@dispatchdeck.app, with a copy to 1109 6th Ave E, Williston, ND 58801. Notices to Partner: the email address on file for Partner's account.