Authorization & Contingency Service Agreement

Part A — Letter of Authorization (LOA)

Service Provider:ClaimGuard Freight, operated by JKISS LLC (“ClaimGuard”), 2901 E Mayfield Rd #2103, Grand Prairie, TX 75052. Carrier: the company identified by the legal name and MC#/USDOT# recorded with your claim at the time of acceptance. Effective date: the date you accept this Agreement electronically.

Carrier appoints and authorizes ClaimGuard to act as Carrier's authorized billing and recovery agentfor the transportation charges and receivables described in each claim Carrier submits (“Claims”), including but not limited to: detention, layover, TONU, lumper fees, storage charges, loading/unloading charges, accessorial charges, broker non-payment claims, short-paid freight, unpaid freight, invoice disputes, transportation receivables, and related transportation charges. This authorization permits ClaimGuard to:

1. Communicate with the broker(s), shipper(s), debtor(s), factors, and their agents about each Claim.
2. Request, receive, and review Carrier's documents related to each Claim (rate confirmations, bills of lading, proofs of delivery, gate/check-in records, ELD data, invoices, and accounting records).
3. Prepare and send demands, invoices, statements, and follow-ups for amounts owed on each Claim.
4. Negotiate the amount, timing, and terms of payment of each Claim on Carrier's behalf, subject to Part B, Section 5 (Settlement Authority).
5. Receive and process payment of each Claim on Carrier's behalf — including to receive payments; accept ACH and wire transfers and checks; endorse checks payable to Carrier when and to the extent legally permitted; deposit such funds into ClaimGuard's client-funds account; negotiate payment arrangements; process settlements; and receive partial payments.

Verification authority. Carrier authorizes ClaimGuard to verify submitted information, claim details, carrier authority, broker information, payment status, and supporting documentation through brokers, shippers, receivers, consignees, factors, lenders, assignees, FMCSA records, public records, payment records, and other relevant sources. ClaimGuard may rely upon FMCSA records, SAFER records, public filings, transportation records, and other reasonably reliable business records unless Carrier provides evidence showing such information is materially inaccurate.

Payment to ClaimGuard counts as payment to Carrier. Carrier directs each broker/debtor to remit payment of a Claim to ClaimGuard. As between Carrier and ClaimGuard,payment ClaimGuard receives on a Claim is treated as payment to Carrier, to the same extent as if paid to Carrier directly (agent of the payee), and Carrier's recourse for its net share runs to ClaimGuard under Part B. ClaimGuard does not represent to any broker or debtor that payment to ClaimGuard finally discharges any obligation; any paying party should confirm payment instructions in writing before remitting funds.

This authorization is limited to billing and recovery of the submitted Claims. It does not authorize ClaimGuard to practice law, provide legal advice, file suit, or represent Carrier in court or arbitration. It is revocable by Carrier in writing at any time, subject to fees already earned and the post-termination provisions of Part B.

Part B — Contingency Service Agreement

1. Service. ClaimGuard will use commercially reasonable efforts to recover the amounts owed on Carrier's submitted Claims, using the authority in Part A. ClaimGuard determines the means and manner of pursuing each Claim.

2. Fee — no recovery, no fee. Carrier agrees to pay ClaimGuard a flat contingency fee of twenty-five percent (25%) of the gross amount actually recovered on each Claim through ClaimGuard's efforts (the “Fee”). Carrier keeps seventy-five percent (75%) of recovered amounts. If nothing is recovered on a Claim, no Fee is owed for that Claim. There is no minimum fee.

3. Payment authority (agent of the payee). Carrier expressly authorizes ClaimGuard to receive payments; accept ACH and wire transfers; receive and deposit checks; endorse checks payable to Carrier where legally permitted; negotiate payment arrangements; process settlements; and receive partial payments, in each case on Carrier's behalf as its agent. As between Carrier and ClaimGuard, payment ClaimGuard receives on a Claim is treated as payment to Carrier, as if paid to Carrier directly.

4. Collection, clearance, and disbursement of funds. ClaimGuard will hold all collected Claim funds in a separate account maintained solely for collected client funds (not commingled with ClaimGuard's operating funds). For each recovery, ClaimGuard will deduct its 25% Fee and remit the net balance to Carrier, with an accounting of the gross recovered, the Fee, and the net remitted. ClaimGuard will remit Carrier's net recovery amount within ten (10) business days after recovered funds have fully cleared and any applicable reversal, return, dispute, or chargeback period has expired.

• (a) Clearance first. Carrier is entitled to its net share only after the underlying payment has cleared and is final. No disbursement is owed on funds that have not cleared.
• (b) Reversals and failed payments. If any payment is later returned, reversed, or fails — including returned checks, ACH returns/reversals, wire recalls, bank or processing errors, fraudulent or unauthorized payments, chargebacks, or any reversed transaction — the corresponding recovery is deemed not collected.
• (c) Recovery of overpayments / offset. If ClaimGuard has already remitted funds that are later reversed or that were disbursed in error, Carrier will promptly repay those amounts on demand, and ClaimGuard may recover such amounts and offset them against any current or future remittances owed to Carrier.

5. Settlement authority. ClaimGuard may accept payment in full without further approval. ClaimGuard must obtain Carrier's approval, which may be provided electronically, before accepting any settlement for less than the full claimed amount.

6. Collectability; offsets, defenses, and counterclaims. Carrier acknowledges that a Claim's collectability may be impaired by matters outside ClaimGuard's control. If any broker, shipper, debtor, factor, or other party asserts a cargo-damage claim, shortage claim, service failure, chargeback, offset, setoff, defense, counterclaim, or any other dispute that affects the validity or collectability of a Claim, ClaimGuard may, in its discretion, reject, suspend, close, or withdraw that Claim. ClaimGuard is not liable to Carrier for any failure or reduction of recovery arising from impaired collectability, debtor insolvency, disputes, defenses, or offsets.

6.1 Fraudulent or unsupported claims. ClaimGuard may reject, suspend, close, or withdraw any Claim that ClaimGuard believes, in its reasonable discretion, is fraudulent, unsupported, inaccurate, incomplete, misleading, commercially unreasonable, outside ClaimGuard's service scope, or likely to create legal, regulatory, reputational, or collection risk.

6.2 Carrier cooperation. Carrier agrees to timely provide all documents, records, explanations, confirmations, and cooperation reasonably requested by ClaimGuard. Failure to cooperate, failure to provide requested documents, or failure to respond to reasonable requests may result in suspension or closure of the Claim without liability to ClaimGuard.

7. Carrier representations and warranties. Carrier represents and warrants, for each Claim, that: (a) all information and documents Carrier provides are true, accurate, and complete; (b) Carrier owns the Claim and the underlying receivable and has full authority to submit it; (c) the Claim and underlying receivable are not factored, assigned, pledged, sold, encumbered, or otherwise transferred to any factor, lender, assignee, or secured party — OR, if they are, Carrier has obtained and will maintain all required approvals, consents, and authorizations from every such party for ClaimGuard to pursue, receive, and disburse the Claim, and Carrier will provide proof on request; and (d) Carrier has authority to enter this Agreement.

8. Indemnification by Carrier. Carrier will indemnify, defend, and hold harmless ClaimGuard, JKISS LLC, and their owners, officers, and agents from and against any claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) false, inaccurate, or fraudulent claim submissions or documents; (b) disputes over ownership of a Claim or receivable; (c) factoring, assignment, lien, or secured-party disputes; (d) unauthorized claim submissions; or (e) any third-party claim resulting from Carrier's acts, omissions, or misconduct or breach of Section 7.

9. Regulatory positioning. ClaimGuard provides accounts-receivable recovery services, administrative support services, and documentation assistance to motor carriers. ClaimGuard is not a law firm, not a collection agency in any jurisdiction where such activity would require a license ClaimGuard does not hold (and ClaimGuard limits its activities accordingly), not a freight broker, not a transportation intermediary, and not a debt purchaser. ClaimGuard does not buy Carrier's receivables; it recovers them as Carrier's agent.

10. Not legal services; attorney referrals. ClaimGuard does not provide legal advice and no attorney-client relationship is created with ClaimGuard. If a Claim warrants legal action (litigation, bond claim, etc.), ClaimGuard may, with Carrier's consent, refer Carrier to independent legal counsel. Any such engagement is solely between Carrier and that counsel. ClaimGuard does not provide legal services, does not share in or split legal fees, and receives no portion of any attorney's fees.

11. No guarantee. ClaimGuard does not guarantee that any Claim will be recovered in whole or in part. Outcomes depend on facts, documentation, deadlines, defenses, and the debtor's solvency and conduct.

12. Term & termination; post-termination fee. This Agreement begins on the Effective Date and continues until terminated by either party in writing. After termination of this Agreement, ClaimGuard will only be entitled to its Fee on amounts recovered within ninety (90) days after termination where the recovery is directly connected to a specific Claim submitted by Carrier during the term of this Agreement and ClaimGuard performed documented recovery activity on that Claim before termination. ClaimGuard will not be entitled to fees on unrelated claims, future shipments, general business payments, or payments recovered solely through Carrier's independent efforts after termination. Carrier will notify ClaimGuard of any payment received directly on such a Claim within the ninety (90) day period and remit the Fee on it.

13. Limitation of liability. To the maximum extent permitted by law, ClaimGuard's total aggregate liability shall not exceed the greater of: (a) the Fees actually paid by Carrier to ClaimGuard during the twelve (12) months immediately preceding the event giving rise to the claim; or (b) Five Hundred Dollars ($500). In no event shall ClaimGuard be liable for lost profits, lost business opportunities, business interruption, indirect, incidental, special, consequential, exemplary, or punitive damages.

14. Electronic records and signatures. Carrier agrees that electronic signatures, uploaded documents, digital communications, electronic records, PDFs, and electronic notices used under this Agreement are valid, enforceable, and carry the same legal effect as paper originals and handwritten signatures, to the fullest extent permitted by the federal E-SIGN Act, UETA, and applicable law.

15. Governing law & dispute resolution. This Agreement is governed by the laws of the State of Texas. Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in Dallas County, Texas, before one arbitrator. Each party waives any right to a jury trial and to bring or participate in a class or representative action. Either party may instead bring an individual claim in small-claims court for matters within its jurisdiction. Judgment on the award may be entered in any court of competent jurisdiction.

16. Electronic acceptance. Carrier may accept this Agreement electronically (checkbox or e-signature). Electronic acceptance has the same effect as a signature.

Contact

info@jkissllc.com · JKISS LLC, 2901 E Mayfield Rd #2103, Grand Prairie, TX 75052.