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Carrier Master Agreement

Sweeper Labs, Inc. — Version 1.0
Version v1.0 · Published August 19, 2026 · Download source (.md)
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Sweeper Labs, Inc. — Version 1.0

This Carrier Master Agreement (this "Agreement") is between Sweeper Labs, Inc., a Delaware corporation ("Sweeper"), and the motor carrier identified in the onboarding record ("Carrier"). It is effective on the date Carrier accepts it electronically as described in §17.


§1. Purpose and structure

Carrier provides motor-carrier transportation services to shippers, dealers, and brokers. Sweeper operates a software platform that documents custody of vehicles, verifies counterparties against government and commercial sources, and facilitates payment to Carrier for services Carrier has provided.

Carrier authorizes Sweeper to direct the payment processor to disburse to Carrier's designated account the amounts owed to Carrier for loads Carrier performs through the platform. Funds owed to Carrier are held at all times by the payment processor, a licensed money transmitter, in accounts the processor owns and controls. Sweeper does not receive, hold, or take custody of those funds at any point. Sweeper's role is limited to instructing the processor when the conditions in §5 are satisfied.

§2. What Sweeper is not

Sweeper is a software platform. Sweeper is not a motor carrier, not a property broker, not a freight forwarder, not an insurer, not a bank, and not a money transmitter. Sweeper is not a party to the transport contract between the Dealer, the Broker, and the Carrier. Payments are processed by Stripe. Sweeper produces evidence and process; it does not guarantee delivery, condition, or the performance of any party.

Sweeper does not arrange transportation, does not select carriers, does not negotiate freight rates, and takes no commission on freight. Sweeper's compensation is a software fee, disclosed separately and paid by the Dealer.

§3. Carrier warranties

Carrier represents and warrants, continuously throughout the term:

Verification is independent. Sweeper verifies authority and insurance against FMCSA and independent insurance sources and does not rely on documents or contact information supplied by Carrier. A discrepancy between Carrier's representations and an independent source may suspend Carrier's ability to accept loads.

§4. Rates and payment

§5. When payment is released

Payment to Carrier is released when all of the following are satisfied:

Payment is not released until every condition is met. A load that cannot be independently confirmed is a load that does not release.

§6. Expedited payout

Standard payment is by ACH to Carrier's designated account. Where available, Carrier may opt in, per payment, to expedited payout for a fee disclosed before Carrier confirms. Expedited payout is never a default and is never deducted automatically. Availability depends on Carrier's account status and on platform-level eligibility determined by the payment processor, and may not be available at all times.

§7. Recovery, offset, and reversal

Where a payment funding a load is reversed, returned, disputed, or otherwise fails after a payout to Carrier has been released, or where a payout was released in error, Sweeper may:

Carrier's obligation to repay is not contingent on Sweeper's recovery from any other party.

(d) Assignment and factoring. Carrier will give Sweeper written notice before assigning, factoring, pledging, or otherwise transferring any receivable arising from a platform load. Sweeper's rights of offset and recovery under this section attach to the receivable and survive any such assignment, and any assignee takes the receivable subject to them. Carrier will disclose this section to any prospective assignee.

§8. Damage, loss, and theft

§9. Evidence, records, and data

§10. Driver devices

Where Carrier's drivers use the Sweeper driver application, Carrier will ensure that drivers use their own credentials, do not share accounts, and do not use software that falsifies device integrity or location. Credentials required to take custody of vehicles — including pickup codes and gate passes — are released only to a verified device at the correct location and are never transmitted by text message or email.

§11. Suspension and termination

Sweeper may suspend Carrier's access, or suspend a specific payout, where: authority or insurance lapses; a verification fails; the assignment chain is broken; fraud or misconduct is suspected; or Carrier breaches this agreement. Either party may terminate on thirty (30) days' written notice. Termination does not affect payment for loads already delivered and verified, nor Carrier's obligations under §7.

§12. Confidentiality

Carrier will see the rate payable to Carrier. Carrier will not have access to the Dealer's total charge, a Broker's margin, or any other party's commercial terms. Each party's commercial terms are confidential to that party.

§13. Limitation of liability

§14. Indemnification

Carrier indemnifies Sweeper against claims arising from Carrier's performance or non-performance of transportation services, its breach of §3 warranties, its drivers' conduct, and any claim for cargo damage, loss, or theft.

§15. Payment processor

Payments are processed by Stripe. Carrier must complete Stripe's onboarding and accept Stripe's Connected Account Agreement, which is a separate agreement between Carrier and Stripe. Sweeper does not hold funds in its own bank account. Carrier's ability to receive payment depends on maintaining an account in good standing with the processor.

§16. Disputes

Disputes about a withheld payout are raised through the platform or to hello@sweeperlabs.com. Sweeper will acknowledge within two (2) business days and target resolution within ten (10) business days.

Disputes between Sweeper and Carrier are resolved by binding arbitration under AAA Commercial Rules, seated in Delaware, with a class-action waiver, consistent with the published Terms of Service.

§17. Electronic acceptance

This Agreement is accepted electronically. By selecting acceptance on the platform, the individual accepting represents that they are authorized to bind Carrier, and Carrier consents to conduct this transaction electronically under the U.S. Electronic Signatures in Global and National Commerce Act and applicable state electronic-transaction law. Sweeper's platform records, for each acceptance: the accepting organization and user, the agreement version and document hash, the signer's name and title, the timestamp, and the network address and user agent from which acceptance was made. That record is written to append-only storage and constitutes the record of execution. This Agreement may be updated by Sweeper publishing a new version; where a new version is designated as required, Carrier will be asked to accept it before taking new loads.


Sweeper Labs, Inc. · sweeperlabs.com · Version 1.0