Compliance-Ready Drivers, Delivered.

This Disclaimer and Acknowledgment ("Disclaimer") is entered into between CellEx Consulting Group Inc. ("CellEx") and you, the driver registering for use of the Platform ("Driver"). By completing registration, you acknowledge you have read, understood, and agreed to the following terms.

1. PLATFORM PURPOSE — NO EMPLOYMENT RELATIONSHIP
CellEx CDL Connect is an online recruiting platform ("Platform") that facilitates introductions between CDL-licensed drivers and motor carrier employers. CellEx is not your employer, co-employer, staffing agency, or labor contractor. No employment, agency, or contractor relationship of any kind exists or will exist between CellEx and Driver by virtue of using the Platform or being introduced to a carrier. All employment decisions — including hiring, compensation, scheduling, discipline, and termination — are made exclusively by the carrier, not by CellEx.

2. NO GUARANTEE OF EMPLOYMENT
CellEx makes no representation, warranty, or guarantee that: (a) Driver will be contacted by any carrier; (b) Driver will receive any job offer; (c) any job listed on the Platform will be filled or remain available; or (d) the Platform will be error-free or continuously available. Use of the Platform does not entitle Driver to any employment opportunity.

3. ACCURACY OF INFORMATION
Driver represents and warrants that all information submitted through the Platform, including the employment application, CDL information, driving history, drug and alcohol history, medical certification, and employment history, is true, accurate, and complete. Driver acknowledges that providing false, misleading, or incomplete information: (a) is a violation of 49 CFR § 391.21(d); (b) may constitute federal fraud; (c) is grounds for immediate removal from the Platform; and (d) may be reported to FMCSA and relevant authorities.

4. BACKGROUND CHECKS AND RECORD REQUESTS
By applying to any position through the Platform, Driver authorizes CellEx and any prospective carrier employer to: (a) obtain Driver's motor vehicle record (MVR) under 49 CFR § 391.23(a)(1); (b) access the FMCSA Pre-Employment Screening Program (PSP) record; (c) conduct previous employer drug and alcohol inquiries under 49 CFR § 391.23(e); and (d) verify all information provided in the application. Driver understands these authorizations are required by federal regulation and cannot be waived.

5. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, CELLEX SHALL NOT BE LIABLE TO DRIVER FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING FROM USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO LOSS OF EMPLOYMENT OPPORTUNITY, INCOME, OR DATA. DRIVER'S SOLE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO DISCONTINUE USE.

6. INDEMNIFICATION
Driver agrees to indemnify and hold harmless CellEx, its officers, directors, employees, and agents from any claims, damages, or expenses arising from: (a) Driver's misrepresentation of qualifications or history; (b) Driver's violation of any law or regulation; or (c) Driver's breach of this Disclaimer.

7. PRIVACY AND DATA USE
By using the Platform, Driver consents to CellEx collecting, storing, and sharing Driver's application information with prospective carrier employers for the purpose of facilitating employment opportunities. CellEx does not sell Driver's personal information to third parties unrelated to the recruiting process.

8. GOVERNING LAW
This Disclaimer shall be governed by the laws of the State of Illinois. Any disputes shall be resolved in Cook County, Illinois courts.

9. ELECTRONIC SIGNATURE
Driver's electronic signature constitutes a legally binding signature under the E-SIGN Act (15 U.S.C. § 7001) and the Illinois Electronic Commerce Security Act.

DCAP clients must sign the full program agreement before creating a portal account. The agreement opens in a new tab — complete all steps including payment authorization and electronic signature.

This Carrier Recruiting Services Agreement ("Agreement") is entered into as of the date of electronic execution between CellEx Consulting Group Inc., an Illinois corporation ("CellEx"), and the carrier entity identified in the registration form ("Carrier"). By completing registration and signing below, Carrier agrees to be bound by all terms herein.

1. DESCRIPTION OF SERVICES
CellEx operates CellEx CDL Connect, an online recruiting platform (the "Platform") that connects commercial motor carriers with CDL-licensed driver applicants. CellEx provides access to the Platform solely as a technology intermediary. CellEx is not a staffing agency, employment agency, or temporary staffing firm under any applicable federal, state, or local law.

2. PLACEMENT FEE
Carrier agrees to pay CellEx a placement fee of $1,500.00 (One Thousand Five Hundred Dollars) per hired driver for each driver recruited through the Platform who begins active employment or an independent contractor engagement with Carrier. The placement fee becomes due and payable three (3) calendar days after the driver's first day of work. All invoices issued by CellEx are due upon receipt. Late payments shall accrue interest at the rate of 1.5% per month (18% per annum) on any outstanding balance. Note: DCAP program clients receive the reduced rate of $900.00 per hired driver.

3. BILLING AND PAYMENT
CellEx will issue an invoice upon notification or confirmation that a driver sourced through the Platform has commenced work. Carrier is obligated to notify CellEx within 48 hours of a driver's start date. Failure to notify does not relieve Carrier of payment obligations. CellEx reserves the right to suspend Platform access for accounts with outstanding unpaid invoices.

4. NO EMPLOYMENT RELATIONSHIP
4.1 CellEx is not an employer. CellEx does not employ, supervise, direct, control, or manage any driver introduced through the Platform. No employment, agency, joint venture, or partnership relationship exists between CellEx and any driver, or between CellEx and Carrier.

4.2 Carrier is the employer. Carrier is solely and exclusively responsible for all employment decisions, including hiring, compensation, benefits, discipline, termination, compliance with 49 CFR Parts 382, 383, 390–396, and all applicable employment laws.

4.3 Driver qualification. Carrier is solely responsible for verifying driver qualifications, conducting required pre-employment investigations under 49 CFR § 391.23, maintaining Driver Qualification files, and ensuring drivers meet all FMCSA and DOT requirements.

5. NO WARRANTIES OR GUARANTEES
THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. CELLEX DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE THAT ANY DRIVER WILL PASS BACKGROUND CHECKS, MVR, DRUG TESTS, OR MEDICAL EXAMINATIONS.

6. INDEMNIFICATION
Carrier shall defend, indemnify, and hold harmless CellEx from any claims, damages, losses, costs, and expenses arising from: (a) Carrier's use of the Platform; (b) any employment decision; (c) any accident or injury caused by a hired driver; (d) Carrier's violation of any law; or (e) Carrier's breach of this Agreement.

7. LIMITATION OF LIABILITY
CELLEX'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CARRIER IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

8. CONFIDENTIALITY
Each party agrees to keep confidential all non-public information. Carrier agrees not to use driver personal information for any purpose other than the hiring decision.

9. TERMINATION
Either party may terminate upon 30 days' written notice. CellEx may immediately terminate for non-payment, material breach, or fraudulent activity. Termination does not relieve payment obligations for prior placements.

10. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Illinois. Any dispute shall be resolved by binding arbitration in Cook County, Illinois.

11. ELECTRONIC SIGNATURE
Electronic signatures are legally binding under E-SIGN (15 U.S.C. § 7001) and the Illinois Electronic Commerce Security Act (5 ILCS 175).

PLACEMENT FEE SUMMARY — OUTSIDE CARRIER: $1,500.00 per hired driver · Due 3 days after driver start date · All invoices due upon receipt · Late fee: 1.5%/month · DCAP clients: $900/driver