Section A: Dispatcher-Carrier Agreement
Between ZYS GOLDFIELDS PRO LLC ("Dispatcher") and the undersigned Motor Carrier ("Carrier").
1. Engagement & FMCSA 49 CFR § 371.2(b) Disclosed Agency Compliance
Carrier engages ZYS GOLDFIELDS PRO LLC ("Dispatcher") strictly as Carrier's disclosed administrative dispatch agent pursuant to the bona fide agent exception under FMCSA 49 CFR § 371.2(b). Dispatcher is NOT a licensed property broker, never takes custody of freight charges, and invoices only the Carrier (never brokers or shippers). Carrier retains sole and absolute authority to accept or reject every load offered, and Dispatcher shall not finalize or sign a Rate Confirmation until Carrier provides explicit written, email, or SMS/text confirmation approving the rate, lane, and schedule.
2. Performance-Aligned Fee Tier (8% Standard / 7% Over $7,500)
Carrier agrees to pay ZYS GOLDFIELDS PRO LLC a standard 8% dispatch fee on the gross linehaul rate booked for each dispatched load. Under our Performance-Aligned Fee Tier, for any weekly billing cycle in which an individual truck grosses over $7,500 in booked gross linehaul, the dispatch fee automatically drops to 7% on that truck's gross linehaul booked for that week.
3. Accessorials Recovery Rules (Detention, TONU & Layover)
Dispatcher will actively negotiate and submit broker documentation to recover Detention, Truck Order Not Used (TONU), and Layover compensation whenever Carrier supplies timely written arrival/departure timestamps (ELD/GPS logs) and signed Bills of Lading within 24 hours of delivery or cancellation. One hundred percent (100%) of verified Detention, TONU, and Layover accessorials approved by the broker or shipper belong directly to Carrier without any dispatch fee deduction, unless separate legal collection is requested.
4. Friday Weekly Billing, Stripe ACH/Card Auto-Debit & Factoring Split-Pay
Itemized weekly invoices covering loads dispatched Monday through Sunday are issued every Friday. Unless settled directly via an approved Factoring Split-Pay Addendum, Carrier authorizes Stripe ACH bank debit or payment card auto-debit on file upon Friday invoice issuance. Where Carrier elects the optional Factoring Split-Pay Addendum, Carrier authorizes its factoring company to remit Dispatcher's earned 8% (or 7% performance tier) fee directly at load funding. Unpaid or returned invoices past 5 calendar days pause active dispatching until brought current.
5. No Forced Dispatch Policy
ZYS GOLDFIELDS PRO LLC operates strictly on a no forced dispatch basis. Dispatcher presents available freight opportunities matching Carrier's equipment and preferred regions, and Carrier may decline any load for any reason—including rate, route, weather, Hours of Service (HOS), or safety—with zero penalty or obligation.
6. Load Board Sub-User Seat Security (Zero Plaintext Passwords)
For account security, Carrier must NEVER share master load board passwords or personal credentials. Instead, Carrier optionally provisions an authorized Dispatcher sub-user seat assigned to dispatch@zysgoldfields.pro inside Carrier's DAT One or Truckstop account so Dispatcher can post trucks and verify broker credit under audit-logged Carrier permissions.
7. Carrier Authority, Insurance & Independent Contractor Relationship
Carrier warrants active FMCSA Operating Authority (MC Number), USDOT registration, and primary commercial auto liability and cargo insurance in good standing, and certifies the authenticity of all uploaded compliance documents (W-9, MC Certificate, COI, Voided Check or Factoring NOA). Both parties operate as independent business entities; Carrier assumes sole responsibility for safe transport, drivers, equipment, cargo claims, and taxes.
8. Term, Surviving Fees & Electronic Execution (ESIGN Act & UETA)
This Agreement takes effect upon electronic execution and continues until terminated by either party upon written notice (email notice accepted), provided Carrier satisfies all earned dispatch fees on loads booked prior to termination. Under 15 U.S.C. § 7001 (ESIGN) and UETA, Carrier's typed full legal name, consent checkboxes, UTC timestamp, and IP address constitute a legally binding electronic signature.
Section B: Limited Power of Attorney (LPOA)
Express authorization granting ZYS GOLDFIELDS PRO LLC limited signing authority for broker setup and load execution.
1. Appointment of Attorney-in-Fact
Carrier hereby designates, constitutes, and appoints ZYS GOLDFIELDS PRO LLC and its authorized dispatch agents as Carrier's true and lawful Attorney-in-Fact, strictly for the freight dispatch administrative functions authorized below in accordance with 49 CFR § 371.2(b).
2. Express Authority to Sign Setup Packets & Approved Rate Confirmations
Subject to Carrier's prior written or text confirmation on each individual load, Carrier authorizes ZYS GOLDFIELDS PRO LLC and its agents to execute Broker-Carrier Setup Packets, Carrier Onboarding Agreements, Carrier Profiles, and Rate Confirmations on Carrier's behalf with licensed brokers, 3PLs, and shippers, and to transmit Carrier's W-9, MC Authority Certificate, COI, and Voided Check or Factoring NOA to verify setup eligibility.
3. Strict Limitation of Scope
This Limited Power of Attorney is strictly limited to freight brokerage onboarding, approved Rate Confirmation execution, and accessorial documentation (Detention, TONU, Layover). Nothing in this LPOA authorizes ZYS GOLDFIELDS PRO LLC or its agents to open or close Carrier bank accounts, borrow money, encumber equipment, or divert Carrier freight settlements (except an explicitly elected Factoring Split-Pay dispatch fee remittance).
4. Ratification & Written Revocation
Carrier ratifies all lawful acts performed by ZYS GOLDFIELDS PRO LLC within this LPOA's scope. This LPOA remains effective until revoked by Carrier in writing via email or upon termination of the accompanying Dispatcher-Carrier Agreement.