Drivers 1st Road Recruiter App
This Carrier Platform Services Agreement (the “Agreement”) is entered into as of the Effective Date set forth below by and between Drivers 1st, Inc., a Minnesota corporation with its principal place of business at 7825 Wayzata Blvd, Saint Louis Park, MN 55426 (“Drivers 1st”), and the motor carrier identified in the signature block below or in Carrier’s online sign-up. Drivers 1st and Carrier may be referred to individually as a “Party” and together as the “Parties.”
RECITALS
Drivers 1st operates the Drivers 1st Road Recruiter mobile application and the Drivers1st.com website (together, the “Platform”), through which commercial drivers and other individuals refer qualified Class A driver candidates to participating motor carriers in exchange for referral payouts. Carrier desires to list its driver hiring opportunities on the Platform and to receive driver referrals under the terms below. The Parties therefore agree as follows.
1. DEFINITIONS
“Road Recruiter” means an individual who has registered on the Platform and accepted the Drivers 1st Road Recruiter Agreement, and who refers Candidates to Carrier opportunities through the Platform.
“Employed Road Recruiter” means a Road Recruiter who is, at the time of a referral, employed by or under contract to Carrier as a driver or in another capacity.
“Free Agent Road Recruiter” means a Road Recruiter who is not employed by or under contract to Carrier at the time of a referral.
“Candidate” means an individual driver referred to Carrier through the Platform, or who applies to a Carrier opportunity listed on the Platform.
“Referral” means the submission of a Candidate application to a Carrier opportunity through the Platform, whether attached to a Road Recruiter or submitted organically.
“Hire” means a Candidate who is first dispatched by Carrier on a revenue-generating load, and the Hire date is the date of that first dispatch; provided that a Candidate shall in all events be deemed a Hire no later than thirty (30) days after the Candidate first performs compensable work for Carrier in any capacity (including training, yard, or local work).
“Retention Milestone” means a tenure-based event (for example, 90 days of active employment) designated by Carrier in a posted opportunity as triggering an additional referral payout.
“Referral Fee” means the dollar amount published by Carrier on the Platform for a given opportunity, payable by Carrier upon a Hire or Retention Milestone, as applicable. Carrier always pays the published Referral Fee in effect at the time of application submission, regardless of the credited Road Recruiter’s status.
“Road Recruiter Payout” means the amount payable by Drivers 1st to the credited Road Recruiter. For an Employed Road Recruiter of Carrier, the Road Recruiter Payout equals the full Referral Fee. For a Free Agent Road Recruiter, the Road Recruiter Payout is the amount determined and published by Drivers 1st for that opportunity, which may be less than the Referral Fee; Drivers 1st retains any difference between the Referral Fee and the Free Agent payout as compensation for operating the Platform.
“Platform Commission” means the commission payable by Carrier to Drivers 1st equal to fifteen percent (15%) of the Referral Fee, in addition to the Referral Fee itself, applicable only to Referrals submitted by Employed Road Recruiters of Carrier.
“Disqualified Referral” or “DQ” means a Referral that Carrier declines to hire for any reason, including failure to meet Carrier hiring criteria, withdrawal by the Candidate, or failure to complete orientation.
“Attribution Window” means the ninety (90) day period beginning on the date a Referral is submitted to Carrier through the Platform.
“Effective Date” means the date Carrier completes online sign-up, including payment of the initial subscription fee, or, if signed, the date of the last signature.
2. PLATFORM SERVICES AND LISTINGS
2.1 Listings. Drivers 1st will list Carrier’s posted driver opportunities on the Platform, including the Drivers 1st app and Drivers1st.com. Carrier grants Drivers 1st a limited, non-exclusive, royalty-free license during the Term to use Carrier’s name, logo, trademarks, and opportunity content solely to operate and market the Platform and Carrier’s listings.
2.2 Lead Delivery. Carrier will receive all Candidate applications submitted to its posted opportunities directly, including organic applications not attached to a Road Recruiter. No Referral Fee or Platform Commission is owed on an organic Hire that is not attributable to a Road Recruiter under this Agreement.
2.3 White Glove Clients. If Carrier is concurrently engaged with Drivers 1st recruiting services under a separate RPO, RaaS, or per-hire agreement (“White Glove Services”), organic Platform leads will be routed through the White Glove Services engagement rather than delivered under this Agreement, and Carrier will receive only Road Recruiter referrals under this Agreement, unless the Parties agree otherwise in writing. In the event of any conflict between this Agreement and a White Glove Services agreement regarding lead attribution or fees, the White Glove Services agreement controls as to leads routed under it.
2.4 Free Agent Referrals. Free Agent Road Recruiters may submit Referrals to Carrier opportunities. If a Free Agent Referral results in a Hire or Retention Milestone, Carrier pays the same published Referral Fee that applies to Employed Road Recruiter referrals; however, no Platform Commission is owed on Free Agent Referrals. The credited Free Agent Road Recruiter is paid the Free Agent Road Recruiter Payout determined by Drivers 1st under Section 6.
2.5 No Exclusivity; No Guarantee. This Agreement is non-exclusive. Drivers 1st does not guarantee any minimum number of Referrals, applications, or Hires.
3. SUBSCRIPTION FEE
3.1 Fee. Carrier shall pay Drivers 1st a platform subscription fee of $349.00 per month, billed annually in advance ($4,188.00 per contract year), due upon execution and upon each renewal. Drivers 1st bills the subscription annually in advance and does not offer monthly payment terms. The subscription fee is non-refundable.
3.2 Fee Changes. Drivers 1st may adjust the subscription fee effective upon renewal by providing Carrier written notice at least sixty (60) days before the renewal date. If Carrier does not opt out of renewal under Section 17.2, the adjusted fee applies to the renewal term.
4. REFERRAL FEES AND PLATFORM COMMISSION
4.1 Carrier Sets Referral Fees. Carrier sets the Referral Fee for each posted opportunity and may change Referral Fees at any time through the Platform. Changes apply prospectively only.
4.2 Lock at Submission. The Referral Fee payable for any Referral is the Referral Fee published for that opportunity at the time the Candidate’s application is submitted, regardless of later changes. This applies to both Hire payouts and Retention Milestone payouts associated with that Referral.
4.3 Minimum Fee; Delisting. Drivers 1st may publish a minimum Referral Fee for Platform opportunities and may suspend or delist any Carrier opportunity whose Referral Fee falls below that minimum, or whose content is inaccurate, incomplete, or stale.
4.4 Platform Commission. For each Referral Fee that becomes payable on a Referral submitted by an Employed Road Recruiter of Carrier, Carrier shall also pay Drivers 1st the Platform Commission of fifteen percent (15%) of that Referral Fee. The Platform Commission applies to Hire payouts and Retention Milestone payouts alike, but applies only to Employed Road Recruiter Referrals. No Platform Commission is owed on Free Agent Referrals or organic applications.
4.5 Payout Tiers. The credited Road Recruiter’s status with respect to Carrier (Employed or Free Agent) is determined at the time the application is submitted and is locked at that time, along with the published Referral Fee, under Section 4.2. That status determines both whether the Platform Commission applies and which Road Recruiter Payout tier applies.
5. INVOICING AND PAYMENT TERMS
5.1 Invoicing. Drivers 1st will invoice Carrier on the same day Carrier confirms a Hire or Retention Milestone in the Platform or otherwise notifies Drivers 1st of the qualifying event. Each invoice will include the Referral Fee plus the Platform Commission, where applicable under Section 4.4.
5.2 Payment Terms; Payment Method on File. Invoices are due NET 1 (one business day) so that Road Recruiters are paid promptly. As a condition of Platform activation and continued listing, Carrier shall maintain a valid ACH debit authorization or credit card on file with Drivers 1st and authorizes Drivers 1st to initiate payment of each invoice on its due date. Carrier shall keep payment information current at all times.
5.3 Late Payment. Amounts not paid when due accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. If any invoice remains unpaid five (5) business days after its due date, Drivers 1st may suspend Carrier’s listings and lead delivery until paid in full. Carrier is responsible for reasonable collection costs, including attorney fees, on past-due amounts.
5.4 Disputes. Carrier must raise any good-faith invoice dispute in writing within ten (10) business days of the invoice date, with supporting detail. Undisputed amounts remain due under Section 5.2. The Parties will work in good faith to resolve disputes within fifteen (15) business days. If a disputed amount has already been charged and the dispute is resolved in Carrier’s favor, Drivers 1st will credit or refund that amount within ten (10) business days of resolution.
5.5 Taxes. Fees are exclusive of taxes. Carrier is responsible for any applicable sales, use, or similar taxes, excluding taxes on Drivers 1st’s income.
6. PAYMENT TO ROAD RECRUITERS
6.1 Drivers 1st Pays Road Recruiters. Drivers 1st, not Carrier, pays Road Recruiters. Drivers 1st will pay the applicable Road Recruiter Payout to the credited Road Recruiter within seven (7) business days after receiving the corresponding payment from Carrier in full. Payouts to Free Agent Road Recruiters are determined by Drivers 1st as published on the Platform, and Drivers 1st retains any difference between the Referral Fee and the Free Agent payout. Drivers 1st has no obligation to pay a Road Recruiter for amounts Carrier has not paid. Drivers 1st may hold any Road Recruiter Payout tied to an invoice disputed under Section 5.4 until the dispute is resolved.
6.2 Road Recruiter Agreement Required. No payout will be released to any Road Recruiter until that Road Recruiter has executed the Drivers 1st Road Recruiter Contractor Agreement and submitted a completed Form W-9 (or applicable equivalent). Earned payouts are held by Drivers 1st until these conditions are satisfied. Carrier’s payment obligations under Section 5 are not affected by the status of any Road Recruiter’s paperwork.
6.3 Tax Reporting. Drivers 1st will collect a Form W-9 from each Road Recruiter and will issue Form 1099 (as applicable) to Road Recruiters annually each January for payouts made by Drivers 1st in the prior calendar year.
7. HIRE REPORTING, ATTRIBUTION, AND AUDIT
7.1 Reporting Obligation. Carrier shall report the disposition of every Referral (hired, in process, or DQ with reason) within five (5) business days of the disposition, and in any event shall confirm each Hire and each Retention Milestone within five (5) business days of its occurrence. Carrier shall not structure, delay, or mischaracterize any hiring decision to avoid fees under this Agreement.
7.2 Attribution; Backdoor Hires. If Carrier hires any Candidate within the Attribution Window, whether through the Platform, directly, through a staffing agency, or through any other channel, the Hire is attributable to the original Referral and the applicable Referral Fee (plus Platform Commission, if applicable under Section 4.4) is owed, provided the Candidate’s file was not already in active processing with Carrier under Section 7.3 at the time of the Referral. This includes Candidates initially marked DQ who are later hired within the Attribution Window.
7.3 First-In Credit. Where ownership of a Candidate file is disputed, Drivers 1st will credit the party that first introduced the file into processing, as evidenced by Platform timestamps and Carrier ATS records. If Carrier demonstrates that a Candidate’s file was already in active processing with Carrier (defined as a complete application received and actively worked within the ninety (90) days preceding the Referral), no Referral Fee is owed for that Referral, provided Carrier raises the prior-file claim in writing within ten (10) business days of receiving the Referral. Claims not raised within that window are waived.
7.4 Prior Employment; Re-Hires. No Referral Fee or Platform Commission is owed for a Candidate who was employed by or under contract to Carrier as a driver at any time during the three hundred sixty-five (365) days preceding the Referral, provided Carrier documents the prior employment and raises the claim in writing within ten (10) business days of receiving the Referral. Claims not raised within that window are waived. If a Candidate hired through the Platform separates and is later re-hired by Carrier more than three hundred sixty-five (365) days after separation pursuant to a new Referral, that re-hire is treated as a new hiring event and may generate a new Referral Fee.
7.5 Audit Rights. No more than twice per contract year, upon ten (10) business days’ notice, Drivers 1st may audit Carrier’s hiring records (limited to records relating to Platform Candidates) to verify compliance with this Section. If an audit reveals unreported Hires, Carrier shall pay the associated fees plus interest under Section 5.3, and shall reimburse the reasonable cost of the audit if underpayment exceeds five percent (5%) of fees properly payable for the audited period.
8. DISQUALIFIED REFERRALS; RESCUE PLACEMENTS
8.1 Rescue Window. If a Referral results in a DQ for any reason, a Drivers 1st agent may work the Candidate file in an effort to complete a placement, either with Carrier or with another carrier.
8.2 Rescue Placement with Carrier. If a Drivers 1st agent cures the disqualifying issue and the Candidate becomes a Hire with Carrier within thirty (30) days of the DQ, Carrier shall pay the Referral Fee locked at the time of the original application under Section 4.2, plus the Platform Commission if the original Referral was submitted by an Employed Road Recruiter of Carrier, and the original Road Recruiter will be credited and paid the applicable Road Recruiter Payout.
8.3 Rescue Placement with a White Glove Client. Drivers 1st may place a Candidate DQ’d by Carrier with a carrier that is a client of Drivers 1st’s White Glove Services. That placement is governed by the receiving carrier’s own White Glove Services agreement with Drivers 1st, and no fee of any kind is owed by Carrier for it. Upon that placement, Drivers 1st will pay the original Road Recruiter a flat payout of one thousand dollars ($1,000), subject to Section 6.2. If Carrier is itself a White Glove Services client and receives a Candidate DQ’d by another carrier, the fees for that placement are governed by Carrier’s White Glove Services agreement and not by this Agreement.
8.4 Purpose. This Section enables Road Recruiters to earn payouts beyond placements at any single carrier and encourages continued referral volume across the Platform.
9. CARRIER RESPONSIBILITIES
Carrier shall:
- Keep all posted opportunities accurate, current, and complete at all times, including pay, home time, equipment, hiring areas, and Referral Fee amounts, and promptly update or remove postings that change or close. The integrity of the Platform depends on accurate information.
- Make all hiring decisions independently. Drivers 1st does not screen, vet, or qualify Candidates and makes no representation regarding any Candidate’s qualifications, licensure, driving record, or fitness for employment.
- Comply with all applicable laws in its recruiting and hiring, including DOT and FMCSA regulations, the Fair Credit Reporting Act, equal employment opportunity laws, and applicable state hiring and pay transparency laws.
- Use Candidate data received through the Platform solely to evaluate and process those Candidates for employment, protect it with reasonable safeguards, and not sell, resell, or share it with third parties except service providers supporting Carrier’s hiring process.
- Comply with applicable telemarketing and text messaging laws, including the TCPA, when contacting Candidates.
10. NON-CIRCUMVENTION; NON-SOLICITATION
10.1 Non-Circumvention. Carrier shall not, directly or indirectly, solicit, encourage, or arrange for any Road Recruiter or Candidate to bypass the Platform for the purpose of avoiding fees under this Agreement, including by accepting referrals from Road Recruiters outside the Platform during the Term and for twelve (12) months thereafter. Any Hire resulting from such circumvention is payable as if processed through the Platform.
10.2 Non-Solicitation of Personnel. During the Term and for twelve (12) months thereafter, neither Party will solicit for employment any employee of the other Party with whom it had material contact under this Agreement, except through general solicitations not targeted at such persons. For clarity, Carrier hiring drivers referred through the Platform, and ordinary-course driver employment movement, are not breaches of this Section.
11. RELATIONSHIP OF THE PARTIES
11.1 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between Drivers 1st and Carrier, or between Drivers 1st and any Candidate.
11.2 Road Recruiters. Road Recruiters are independent contractors of Drivers 1st under separate agreements between Drivers 1st and each Road Recruiter. Road Recruiters are not employees or agents of Drivers 1st and are not employees or agents of Carrier by virtue of Platform activity.
11.3 No Joint Employment; Liaison Role. Drivers 1st acts solely as a referral liaison and technology platform that connects Road Recruiters, Candidates, and carriers. Drivers 1st is not an employer, joint employer, staffing agency, or employment agency with respect to Carrier’s drivers, employees, or any Candidate, exercises no control over Carrier’s hiring, compensation, discipline, dispatch, or termination decisions, and assumes no employment-related obligation to any Candidate or driver. All employment decisions, qualifications determinations, and post-hire supervision are exclusively Carrier’s responsibility.
12. TAX TREATMENT OF EMPLOYED ROAD RECRUITERS
The Parties acknowledge that payouts to Employed Road Recruiters are made by Drivers 1st under independent contractor agreements between Drivers 1st and each Road Recruiter, and are reported by Drivers 1st on Form 1099. Carrier acknowledges that the tax characterization of referral payouts to Carrier’s own employees may vary by jurisdiction and circumstance, and that Carrier is solely responsible for evaluating, with its own tax advisors, any wage, withholding, or reporting obligations Carrier may have with respect to its employees. Drivers 1st makes no representation regarding the tax treatment of payouts to any Road Recruiter.
13. CONFIDENTIALITY
Each Party shall protect the other Party’s non-public business, pricing, Candidate, and technical information (“Confidential Information”) with at least reasonable care, use it only to perform under this Agreement, and not disclose it to third parties except to personnel and advisors with a need to know who are bound by confidentiality obligations, or as required by law with prompt notice where permitted. These obligations survive termination for three (3) years, and indefinitely for Candidate personal information and trade secrets.
14. INTELLECTUAL PROPERTY
Drivers 1st owns the Platform and all related software, data structures, content, and trademarks. Carrier owns its trademarks and posting content. Aggregate and de-identified Platform data (including hiring outcome statistics) may be used by Drivers 1st to operate, analyze, and improve the Platform. No rights are granted by either Party except as expressly stated in this Agreement.
15. DISCLAIMERS
THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DRIVERS 1ST IS A REFERRAL LIAISON ONLY AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DRIVERS 1ST DOES NOT SCREEN, VET, OR QUALIFY CANDIDATES, DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, AND DOES NOT GUARANTEE THE ACCURACY OF CANDIDATE-PROVIDED INFORMATION OR ANY HIRING OUTCOME. CARRIER BEARS SOLE RESPONSIBILITY FOR ALL HIRING DECISIONS AND FOR THE CONDUCT OF ITS DRIVERS.
16. INDEMNIFICATION; LIMITATION OF LIABILITY
16.1 Carrier Indemnity. Carrier shall defend, indemnify, and hold harmless Drivers 1st and its officers, directors, employees, and agents from third-party claims, damages, and costs (including reasonable attorney fees) arising out of (a) Carrier’s hiring decisions and employment practices, (b) the acts or omissions of drivers employed or engaged by Carrier, including motor vehicle accidents, (c) Carrier’s posting content, or (d) Carrier’s violation of law or this Agreement.
16.2 Drivers 1st Indemnity. Drivers 1st shall defend, indemnify, and hold harmless Carrier from third-party claims arising out of (a) Drivers 1st’s violation of law in operating the Platform, or (b) a claim that the Platform, as provided by Drivers 1st, infringes a third party’s intellectual property rights.
16.3 Limitation. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, CONFIDENTIALITY BREACHES, OR PAYMENT OBLIGATIONS, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, AND EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT IS CAPPED AT THE FEES PAID OR PAYABLE BY CARRIER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
17. TERM, RENEWAL, AND TERMINATION
17.1 Term. The initial term is twelve (12) months from the Effective Date (the “Initial Term”).
17.2 Auto-Renewal. Your $4,188 annual subscription ($349/mo, billed monthly or yearly) renews automatically each year unless you cancel at least 30 days before your renewal date. Referral fees and commissions are charged to your payment method on file when a hire is confirmed.
17.3 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches and fails to cure within fifteen (15) days of written notice of the breach. Drivers 1st may suspend or terminate immediately for non-payment continuing ten (10) business days past notice, or for fraud or circumvention under Section 10.1.
17.4 Effect of Termination; Pipeline Protection. Upon termination or expiration: (a) Carrier’s listings are removed from the Platform; (b) all accrued and unpaid fees become immediately due; (c) any Referral submitted before the termination date that results in a Hire within ninety (90) days after termination remains payable, including any applicable Platform Commission, and Drivers 1st remains obligated to pay the credited Road Recruiter under Section 6.1; and (d) Retention Milestone payouts associated with pre-termination Hires remain payable as they accrue.
17.5 Survival. Sections 5, 6, 7, 10, 11, 12, 13, 14, 15, 16, 17.4, 18, and 19 survive termination.
18. DISPUTE RESOLUTION; GOVERNING LAW
18.1 Escalation. Before filing any action, the Parties will attempt in good faith to resolve any dispute through direct negotiation between executives for at least fifteen (15) days following written notice of the dispute.
18.2 Governing Law; Venue. This Agreement is governed by the laws of the State of Minnesota, without regard to conflict-of-laws rules. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in Hennepin County, Minnesota. Either Party may seek injunctive relief in any court of competent jurisdiction for breaches of Sections 10 or 13.
19. GENERAL PROVISIONS
19.1 Notices. Notices must be in writing and delivered by email (with confirmation of receipt) or by nationally recognized courier to the email address Carrier provided at sign-up (or as later updated in writing), and for Drivers 1st, to accounts@drivers1st.com, and are effective upon receipt.
19.2 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice to the other Party.
19.3 Force Majeure. Neither Party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control.
19.4 Entire Agreement; Amendment. This Agreement, together with any Platform terms incorporated by reference and any White Glove Services agreement, is the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions. Amendments must be in a writing signed by both Parties. If this Agreement conflicts with the Drivers 1st website Terms and Conditions or Privacy Policy, this Agreement controls as to Carrier.
19.5 Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. Failure to enforce a provision is not a waiver.
19.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, including by electronic signature, each of which is an original.
ACCEPTANCE. Carrier accepts this Agreement by checking the acceptance box during online sign-up, or by signing below. The individual who accepts represents that they are authorized to bind Carrier. Drivers 1st will email Carrier a confirmation with a link to this Agreement and will keep a record of the acceptance.
SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
DRIVERS 1ST, INC.
By: ______________________________
Name: Doug Drier
Title: Founder & CEO
Date: ____________________
Notice Email: ______________________
CARRIER: ________________________
By: ______________________________
Name: ____________________________
Title: _____________________________
Date: ____________________
Notice Email: ______________________
EXHIBIT A: POSTED OPPORTUNITIES AND REFERRAL FEES
Carrier’s opportunities, Referral Fees, and any Retention Milestone payouts are maintained in the Platform and may be updated by Carrier per Section 4. The Platform record is the system of record for fee amounts in effect at the time of any application submission.