Contractor Agreement
Last Updated: August 17, 2026
This Contractor Agreement (“Agreement”) is entered into between Moveflow Tech, Corp. (“Moveflow,” “we,” “our,” or “us”), a Tennessee corporation, 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 the Platform, 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.
“Offer” means an Operator’s binding proposal, submitted through the Platform, to perform an Order at the price and on the schedule stated in the Offer.
“Platform” means the Moveflow marketplace and software platform, including the web platform and mobile applications, through which Orders are posted, Offers are made and accepted, and Hauls are tracked and paid.
“Operator” means the independent dump truck operator or trucking business that submits Offers and performs Haul Services. Operators are independent businesses. They are not employees, agents, partners, or subcontractors of Moveflow.
“Platform Fee” means the fee described in Section 4.3.
“Guarantee” means the Moveflow Delivery Guarantee described in Section 6.
2. Moveflow Is a Marketplace — Your Contract for Haul Services Is with the Operator
2.1 The Operator is the seller. When you accept an Offer, a direct contract for the Haul Services is formed between you and the Operator. The Operator — not Moveflow — sells and performs the Haul Services. Moveflow provides the marketplace, software, verification, payment processing, and support services described in this Agreement; Moveflow does not perform transportation and is not a party to the contract for Haul Services between you and the Operator.
2.2 Operators set their own prices. Each Offer’s price is set by the Operator making it. Moveflow does not set, negotiate, or guarantee Operators’ prices. The Platform Fee is stated separately and added on top of the Operator’s price, as shown before you accept an Offer.
2.3 Verification information. The Platform displays information about Operators, such as insurance, commercial driver’s license, and carrier-status indicators, based on documents Operators submit and public records Moveflow checks. These indicators are provided for your convenience and reflect the information available to Moveflow at the time of checking. They are not a warranty or guarantee of any Operator’s performance, qualifications, or continued compliance, and do not make Moveflow a party to your contract with the Operator. In addition, you may request through the Platform the current certificate of insurance on file for an Operator whose Offer you are considering or have accepted, and Moveflow will provide it or its verified details (insurer, limits, and expiration).
2.4 No agency. Nothing in this Agreement makes Moveflow the agent of you or of any Operator, except that Moveflow acts as each Operator’s limited payment collection agent as described in Section 4.2.
3. Orders, Offers, and Acceptance
3.1 Placing Orders. You post Orders through the Platform by specifying the materials, quantities, pickup location (where applicable), delivery location, schedule, and other relevant details. Posting an Order invites Offers from Operators; it does not by itself form a contract.
3.2 Reviewing and accepting Offers. Operators submit Offers on your Order. Before you accept an Offer, the Platform shows you the Operator’s price, the Platform Fee, and the total amount payable. When you accept an Offer and complete payment, a binding contract for the Haul Services is formed between you and the Operator on the terms of the Offer, this Agreement, and the Operator’s obligations under the Moveflow Operator Agreement.
3.3 Delivery and confirmation. Delivery is complete when materials are delivered to the designated location and delivery is confirmed through the Platform (including via proof-of-delivery photographs). You will confirm delivery — or report a problem through the Platform — promptly after each Haul.
3.4 Cancellation. Cancellation terms are as specified in the Platform at the time of order. You may cancel in accordance with those terms. Where an Order is cancelled in accordance with those terms, amounts you have paid will be refunded or credited per the cancellation terms shown at the time of order.
3.5 Service area. The Platform supports Hauls whose pickup and delivery locations are within the same U.S. state. Orders or Offers that would require crossing state lines are not supported and will be declined by the Platform.
4. Payments, Payment Agency, and the Platform Fee
4.1 Payment through the Platform. You pay the full amount shown — the Operator’s price plus the Platform Fee — through the Platform when you accept an Offer. You authorize Moveflow’s payment processor to charge the payment method you provide.
4.2 Moveflow as the Operator’s payment collection agent. Each Operator has appointed Moveflow as its limited agent for the purpose of collecting payments from Contractors on the Operator’s behalf. Your payment of the Operator’s price to Moveflow fully discharges your payment obligation to the Operator for that Haul, as if paid to the Operator directly. Moveflow holds collected funds for the Operator’s benefit and remits them to the Operator after delivery is confirmed (or after the release window described in the Platform), less any amounts the Operator has agreed may be deducted. Moveflow is the merchant of record for payment-processing purposes, and your receipt will identify the payment as collected on behalf of the Operator.
4.3 Platform Fee. Moveflow charges a Platform Fee for each Haul, displayed as its own line item and added on top of the Operator’s price. The exact Platform Fee for each Offer is shown to you before you accept it and is included in the total you authorize; Moveflow will never charge you a Platform Fee that was not disclosed before acceptance. The Platform Fee compensates Moveflow for the marketplace, software, verification, payment processing, and support services, and is not a charge for transportation.
4.4 Failed payments. You will maintain a valid payment method on file. Failure to pay amounts due may result in suspension of your account, collection action, and/or termination of this Agreement.
5. Your Obligations
5.1 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.
5.2 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.
5.3 Compliance. You agree to comply with all applicable laws in connection with your use of the Platform and receipt of Haul Services.
6. The Moveflow Delivery Guarantee
6.1 The Guarantee. If a Haul is not completed in accordance with the accepted Offer and the Operator does not remedy the failure, Moveflow will, at its election, provide you a refund, account credit, or redelivery — up to, in the aggregate for any Order, the total amount you paid through the Platform for the affected Order.
6.2 Conditions. To be eligible, you must report the problem through the Platform within seven (7) days of the scheduled delivery, provide the information Moveflow reasonably requests, and not be in breach of Section 5 with respect to the affected Order. The Guarantee does not cover losses caused by your site conditions, access restrictions, inaccurate order information, or events outside Moveflow’s and the Operator’s reasonable control.
6.3 Exclusive remedy from Moveflow. The Guarantee is a service of the Platform, provided by Moveflow even though Moveflow is not the seller of the Haul Services. It is your sole and exclusive remedy against Moveflow for any failure of Haul Services. It does not limit your rights or remedies against the Operator under your contract with the Operator.
7. Limitation of Liability
7.1 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 THROUGH THE PLATFORM FOR THE ORDER(S) GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE CLAIM.
7.2 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.
7.3 Haul Services are performed by independent Operators. Operators are independent businesses responsible for their own performance, drivers, vehicles, insurance, and compliance. Claims arising from the performance or non-performance of Haul Services are between you and the Operator, except for the Guarantee, which is your exclusive remedy against Moveflow under Section 6.3. Moveflow is not liable for the acts or omissions of any Operator.
8. 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.
9. Term and Termination
9.1 Term. This Agreement remains in effect until terminated by either party.
9.2 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.
9.3 Termination by Moveflow. Moveflow may suspend or terminate your access to the Platform 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. For breaches that are curable, Moveflow will provide you notice and a reasonable opportunity to cure before termination; immediate suspension is reserved for non-payment, fraud, safety risks, or violations of law.
9.4 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 6, 7, 8, 10, and 11) will survive termination.
10. Dispute Resolution and Arbitration
10.1 Informal resolution. Before initiating any formal dispute proceeding, you agree to contact Moveflow at info@moveflow.tech to attempt to resolve the dispute informally. Moveflow will attempt to resolve disputes in good faith.
10.2 Binding arbitration. If informal resolution fails, any dispute between you and Moveflow arising out of or related to this Agreement or the Platform shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be Knoxville, Tennessee. Hearings may be conducted remotely (by videoconference or telephone) where the AAA’s rules permit, and judgment on the award may be entered in any court of competent jurisdiction.
10.3 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.
10.4 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.
11. General Provisions
11.1 Governing law. This Agreement is governed by the laws of the State of Tennessee, without regard to conflict of law principles. Any disputes not subject to arbitration shall be resolved in the state or federal courts located in Knox County, Tennessee, and you consent to personal jurisdiction in those courts.
11.2 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. In the event of conflict between this Agreement and the Terms of Use, this Agreement controls with respect to contractor-specific terms. For clarity, your contract with an Operator for Haul Services is a separate contract between you and that Operator.
11.3 Amendments. Moveflow may amend this Agreement by posting the updated Agreement and asking you to accept it through the Platform. Material amendments take effect when you accept them or, where permitted by law, after reasonable advance notice.
11.4 Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions remain in full force and effect.
11.5 Waiver. Moveflow’s failure to enforce any right or provision does not constitute a waiver of that right or provision.
11.6 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.
12. 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 Haul Services are sold and performed by independent Operators, that your contract for Haul Services is with the Operator, and that Moveflow provides the marketplace, software, verification, payment collection (as the Operator’s limited payment agent), and the Guarantee — not transportation;
(c) You understand that your payment through the Platform discharges your payment obligation to the Operator, and that the Platform Fee is charged by Moveflow as described in Section 4.3;
(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.
13. Contact Information
For questions about this Agreement or to resolve disputes, contact Moveflow at:
Moveflow Tech, Corp.
801 W Clinch Ave, 7th Floor
The Sunsphere
Knoxville, TN 37902
Email: info@moveflow.tech
Phone: +1 (865) 297-7313
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.