Consortium Service Agreement

This Consortium Agreement (“Agreement”) is a binding agreement between your company (“Member” or “You”) and Proverbs Technology, LLC, a Limited Liability Company organized under the laws of Tennessee, United States, doing business as DOTReady™ (“Proverbs,” “us,” “we,” or “our”). This Agreement governs your participation in the DOTReady™ Drug and Alcohol Testing Consortium (“Consortium”), a program designed to assist Members in complying with U.S. Department of Transportation (DOT) and Federal Motor Carrier Safety Administration (FMCSA) drug and alcohol testing regulations, including but not limited to 49 CFR Part 382 and Part 40.

BY SIGNING THIS AGREEMENT OR PARTICIPATING IN THE CONSORTIUM, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE AND A LEGAL REPRESENTATIVE OF YOUR ORGANIZATION TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PARTICIPATE IN THE CONSORTIUM.

1. Consortium Services

Proverbs, acting as a Consortium/Third-Party Administrator (C/TPA), provides comprehensive drug and alcohol testing services through third-party service providers (e.g., laboratories, collection sites, Medical Review Officers) to ensure compliance with DOT and FMCSA regulations. These services may include, but are not limited to:

• Providing electronic means of scheduling D&A tests and/or Physicals
• Random selection of employees for drug and alcohol testing per DOT requirements (e.g., 50% annual drug testing rate and 10% annual alcohol testing rate under 49 CFR Part 382.305);
• Coordination of sample collection, laboratory testing, and reporting of results;
• Maintenance of testing records in accordance with DOT regulations (e.g., 49 CFR Part 40 Subpart P);
• Reporting of required information (e.g., positive tests, refusals to test) to the FMCSA Clearinghouse as mandated by 49 CFR Part 382.701–727;
• Provision of electronic Custody and Control Forms (eCCFs);
• Medical Review Officer (MRO) services by a licensed physician with expertise in substance abuse disorders;
• Annual Management Information System (MIS) Reports, provided upon Member request, as required by 49 CFR Part 40.321;
• Upon Member request, development and provision of a customizable DOT-compliant drug and alcohol testing policy.

Services are provided through the DOTReady™ platform, which may include web, mobile, or desktop applications (collectively, the “Platform”). Your use of the Platform is also subject to the Proverbs Terms of Service, the End User License Agreement (EULA) for any DOTReady™ Application, Consumer Reporting Agency Agreement (CRA) and our Privacy Policy (available at https://www.dot-ready.com/privacy-policy). Proverbs is not liable for any errors, omissions, or failures by third-party service providers involved in the delivery of Consortium or Testing services, including but not limited to inaccuracies in testing results or delays in sample collection.

2. Membership and Fees

(a) Membership Enrollment

To participate in the Consortium, you must enroll by completing the registration process and providing accurate driver and company information as required by Proverbs. You agree to designate Proverbs as your C/TPA in the FMCSA Clearinghouse and to promptly notify Proverbs of any changes to your driver roster or company details within 48 hours.

(b) Fees

Membership fees for Consortium services are customized based on your specific needs (e.g., number of drivers, testing frequency) and will be provided in a quote following an assessment of your requirements. Drug and alcohol testing fees are separate from membership fees and are billed monthly based on testing activity. Fees do not include applicable taxes, fees, or other charges, which are your responsibility unless expressly stated otherwise. Fees are subject to change at Proverbs’ sole discretion, and we reserve the right to modify fees at any time with reasonable notice. All fees are processed through a third-party payment processor via ACH draft, credit card (MasterCard or Visa), or other accepted methods. You represent and warrant that you have the legal right to use the payment method(s) provided and that all information supplied is accurate, complete, and current.

(c) Payment Terms

Membership fees are billed annually, and testing fees are billed monthly or as specified in your agreement with Proverbs. You must pay all undisputed amounts on or before their due date. Proverbs reserves the right to suspend your participation in the Consortium if you fail to pay any undisputed amount owed. Nonpayment may also result in termination of your membership per Section 8 (Term and Termination).

(d) Refunds

The annual membership fee is non-refundable, even if you cancel your membership early. Testing fees are non-refundable except as required by applicable law or as expressly stated in this Agreement. Any exceptions to this policy will be determined at Proverbs’ sole discretion.

3. Member Responsibilities

You agree to:

• Comply with all DOT and FMCSA regulations, including but not limited to 49 CFR Part 382 and Part 40, and maintain an active FMCSA Clearinghouse registration;
• Provide accurate and current driver information to Proverbs for inclusion in the random testing pool, and warrant that such information is complete and correct to the best of your knowledge;
• Respond to Proverbs’ communications regarding testing requirements within 36 hours of notice, including ensuring selected drivers submit to testing as required by DOT regulations;
• Notify Proverbs promptly of any changes to your driver roster or company details within 48 hours;
• Designate Proverbs as your C/TPA in the FMCSA Clearinghouse and authorize Proverbs to report required information (e.g., positive tests, refusals) on your behalf;
• Ensure that all employees involved in testing (e.g., supervisors) complete required DOT training, such as Reasonable Suspicion Supervisor Training (49 CFR Part 382.603) and driver education (49 CFR Part 382.601);
• Request a customizable DOT-compliant drug and alcohol testing policy if needed, as it is not provided automatically;
• Request Annual MIS Reports if required for your compliance needs;
• Cooperate with any DOT/FMCSA audits or investigations, providing accurate records and information as required by law.

Failure to comply with these responsibilities may result in removal from the Consortium, reporting to the FMCSA Clearinghouse for non-compliance (e.g., refusals to test), and potential penalties under DOT regulations. Proverbs is not liable for any consequences arising from your failure to comply with DOT/FMCSA regulations or your provision of inaccurate or incomplete information.

4. Confidentiality

You agree not to disclose, share, or provide any proprietary or confidential information related to the Consortium or Platform, including but not limited to testing processes, software functionality, business processes, pricing, or other non-public information, to any third party without Proverbs’ prior written consent, except as required by law or DOT regulations (e.g., 49 CFR Part 40.321). This includes, but is not limited to, sensitive drug and alcohol testing data, which must be handled in accordance with DOT confidentiality requirements. Unauthorized disclosure of such information, including to competitors for the purpose of developing or enhancing competing services, constitutes a material breach of this Agreement. Proverbs reserves the right to pursue all available legal remedies, including injunctive relief and damages, to protect its business interests.

5. Audit Rights

Proverbs reserves the right to audit your participation in the Consortium and use of the Platform to ensure compliance with this Agreement and DOT/FMCSA regulations, including but not limited to verifying the accuracy of driver information, adherence to testing protocols, and compliance with FMCSA Clearinghouse requirements. You agree to cooperate with any such audit, including providing access to relevant records or systems, upon reasonable notice from Proverbs. You also agree to cooperate with any DOT/FMCSA audits or investigations, and Proverbs is not liable for any penalties or findings resulting from your non-compliance during such audits.

6. Compliance with Laws

You represent and warrant that your participation in the Consortium and use of the Platform will comply with all applicable laws and regulations, including but not limited to U.S. federal regulations (e.g., FTC guidelines), state laws, and DOT/FMCSA regulations (e.g., 49 CFR Part 382 and Part 40). You are responsible for determining whether the Consortium and Platform are suitable for your compliance needs, including obligations under HIPAA, GLB, EU data privacy laws (“EU Data Privacy Laws”), United States export control laws and regulations and economic sanctions (“U.S. Export Control Laws and Sanctions”), or other applicable laws. Proverbs is not liable if the Consortium or Platform does not meet such regulatory requirements or if you fail to comply with DOT/FMCSA regulations.

7. Intellectual Property

The Consortium, Platform, and all related content, features, and functionality (including but not limited to all software, text, displays, images, and the design, selection, and arrangement thereof) are owned by Proverbs, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You do not acquire any ownership interest in the Consortium or Platform under this Agreement, and all rights not expressly granted are reserved by Proverbs.

8. Term and Termination

(a) The term of this Agreement commences when you sign or acknowledge your acceptance and will continue in effect until terminated by you or Proverbs as set forth in this Section.

(b) You may terminate this Agreement by providing written notice to Proverbs at info@readyfordot.com and ceasing participation in the Consortium.

(c) Proverbs may terminate this Agreement at any time with reasonable advance notice for reasons including, but not limited to: (i) non-payment of fees; (ii) failure to comply with DOT/FMCSA regulations; (iii) misuse of the Consortium or Platform; (iv) violation of this Agreement; (v) Proverbs ceasing to offer Consortium services; or (vi) Proverbs ceasing to do business, filing a petition in bankruptcy, dissolving, or otherwise finding itself unable to pay its debts as they come due.

(d) Upon termination: (i) all rights granted to you under this Agreement will terminate; (ii) you must cease participation in the Consortium; and (iii) Proverbs will report any required information (e.g., refusals to test, positive test results) to the FMCSA Clearinghouse as mandated by DOT regulations.

(e) Termination will not limit any of Proverbs’ rights or remedies at law or in equity.

9. DMCA Policy

We comply with the Digital Millennium Copyright Act (“DMCA”). If you believe that any material available on or through the Platform infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent at info@readyfordot.com. We may terminate the accounts of repeat infringers.

10. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Proverbs, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Proverbs Parties”), from all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your participation in the Consortium or use of the Platform, (b) your violation of this Agreement, (c) your violation of the rights of another, (d) any misrepresentation made by you, (e) your failure to comply with any applicable laws or regulations, including DOT/FMCSA regulations, or (f) any errors or omissions by you in providing driver or company information. You agree to promptly notify us of any third party Claims and cooperate with the Proverbs Parties in defending such Claims. You further agree that the Proverbs Parties shall have control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND US.

11. Disclaimers and No Warranty

Your participation in the Consortium and use of the Platform are at your own risk. You understand and agree that the Consortium and Platform are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Proverbs Parties disclaim all warranties and conditions, whether express or implied, of merchantability, fitness for a particular purpose, or non-infringement. The Proverbs Parties make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Consortium or Platform; (b) any harm to your computer system, loss of data, or other harm that results from your participation in the Consortium or use of the Platform; (c) the operation or compatibility with any other application or any particular system or device; (d) whether the Consortium or Platform will meet your requirements or be available on an uninterrupted, secure or error-free basis; (e) any errors, omissions, or failures by third-party service providers (e.g., laboratories, collection sites, MROs) involved in the delivery of Consortium services; or (f) any consequences arising from your non-compliance with DOT/FMCSA regulations or inaccurate/incomplete information provided by you. No advice or information, whether oral or written, obtained from the Proverbs Parties or through the Consortium or Platform, will create any warranty or representation not expressly made herein.

12. Limitations on Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PROVERBS PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR PARTICIPATION IN THE CONSORTIUM OR USE OF OR INABILITY TO USE THE PLATFORM; (B) ANY CONDUCT OR CONTENT OF ANY PARTY OTHER THAN THE APPLICABLE PROVERBS PARTY, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT; (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT OR INFORMATION; OR (D) ANY ERRORS, OMISSIONS, OR FAILURES BY THIRD-PARTY SERVICE PROVIDERS INVOLVED IN CONSORTIUM SERVICES. IN NO EVENT SHALL PROVERBS’ AGGREGATE LIABILITY FOR DIRECT DAMAGES EXCEED THE FEES PAID BY YOU TOWARDS CONSORTIUM SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Governing Law, Severability, Dispute Resolution, Venue and Class Action Waiver

This Agreement shall be governed by the laws of the State of Tennessee, without respect to its conflict of laws principles. Any dispute, claim or controversy arising out of or relating to this Agreement or your participation in the Consortium must be commenced within one (1) year after the claim arises, or it will be barred. We each agree to resolve any dispute, claim or controversy arising out of or relating to this Agreement or your participation in the Consortium through binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Arbitration shall be held in Nashville, Tennessee. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The prevailing party in any arbitration shall be entitled to recover its reasonable attorneys’ fees and costs, as determined by the arbitrator. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

If any part of this Agreement is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the Agreement shall be given full force and effect.

ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. YOU AND PROVERBS WAIVE ANY RIGHT TO A JURY TRIAL.

14. Export Regulation

The Consortium and Platform may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Consortium or Platform to, or make the Consortium or Platform accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Consortium or Platform available outside the U.S.

15. Force Majeure

Proverbs shall not be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, acts of God, war, terrorism, labor disputes, government actions, power outages, or cyber-attacks.

16. Miscellaneous

This Agreement, the Proverbs Terms of Service, the End User License Agreement (EULA) for any DOTReady™ Application, and our Privacy Policy (available at https://www.dot-ready.com/privacy-policy) constitute the entire agreement between you and Proverbs with respect to the Consortium and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Consortium. Continued participation in the Consortium after any updates to this Agreement constitutes your acceptance of the updated Agreement. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Proverbs is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Proverbs’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Proverbs may freely assign this Agreement. The terms and conditions set forth in this Agreement shall be binding upon assignees.

17. Questions and Complaints

Please contact us at info@readyfordot.com if you have any questions or complaints regarding this Agreement.

18. Privacy Policy for Consortium Services

Last updated August 4, 2025

Proverbs Technology, LLC, doing business as DOTReady™, a Limited Liability Company organized under the laws of Tennessee, United States (“Proverbs”) is committed to protecting the privacy of individuals participating in the DOTReady™ Drug and Alcohol Testing Consortium (“Consortium”). This Privacy Policy supplements the general Privacy Policy available at https://www.dot-ready.com/privacy-policy and applies specifically to personal information collected through your participation in the Consortium. If you do not want us to handle your personal information as described in this Privacy Policy, please do not participate in the Consortium.

WHAT PERSONAL INFORMATION WE COLLECT

We collect personal information you voluntarily provide through Consortium participation, including:

• Company and Driver Information: Contact information (e.g., name, address, email, telephone number), driver’s license numbers, employment history, traffic violation and accident history, and FMCSA Clearinghouse data.
• Testing Data: Information submitted for drug and alcohol testing, background checks, or FMCSA Clearinghouse checks, including name, date of birth, social security number, and test results.
• Communications: Messages sent to/from Employers or Proverbs, including within the DOTReadyDriver™ App or other agreed-upon channels.
• Documents: Images of driver’s licenses, Social Security cards, Med Cards, or other documents submitted via the DOTReady™ Platform.

We may also receive information from third parties, such as Employers, laboratories, Medical Review Officers, or background check providers, related to your Consortium participation (e.g., testing results, employment details).

HOW WE USE YOUR PERSONAL INFORMATION

We use your personal information to:

• Process Consortium enrollment and manage testing records in compliance with DOT/FMCSA regulations (e.g., 49 CFR Part 382 and Part 40);
• Report required information (e.g., positive tests, refusals) to the FMCSA Clearinghouse;
• Coordinate drug and alcohol testing and provide related services (e.g., MIS Reports, D&A policies upon request);
• Communicate with you about your Consortium membership, including testing notifications and compliance updates;
• Improve the Consortium’s functionality and ensure compliance with DOT/FMCSA requirements;
• Protect our legal rights and comply with legal obligations, including DOT/FMCSA regulations.

HOW WE SHARE YOUR PERSONAL INFORMATION

We may share your personal information in the following circumstances:

• With Employers: At your direction or as required by DOT/FMCSA regulations (e.g., Clearinghouse reporting).
• With Service Providers: With third parties performing Consortium services (e.g., laboratories, MROs, payment processors), subject to confidentiality obligations under 49 CFR Part 40.321.
• With Law Enforcement: As required or permitted by law, including DOT/FMCSA regulations, to report illegal activities or cooperate with investigations.
• In Business Transfers: In connection with a merger, acquisition, or similar transaction.
• To Protect Rights and Property: To investigate or prevent illegal activities, fraud, or violations of this Agreement.
• With Your Consent: When you authorize sharing with third parties.

We do not sell your personal information to third parties for their direct marketing purposes.

HOW WE PROTECT YOUR PERSONAL INFORMATION

We implement reasonable security measures to protect your personal information in compliance with U.S. federal regulations (e.g., FTC guidelines), Tennessee’s data breach notification requirements (Tenn. Code Ann. § 47-18-2107), and DOT/FMCSA confidentiality requirements (49 CFR Part 40.321). However, no data transmission over the Internet is 100% secure, and we cannot guarantee absolute security.

DATA BREACH NOTIFICATION

In the event of a data breach involving your personal information, Proverbs will notify you as required by Tennessee Code Annotated § 47-18-2107, in a timely manner consistent with law enforcement needs or measures to restore data system integrity.

REGION-SPECIFIC INFORMATION

California Residents

Under California Civil Code Section 1798.83, California residents may request information about disclosures to third parties for direct marketing purposes. We do not disclose personal information for such purposes. Contact us at info@readyfordot.com for further information.

Canadian Residents

Canadian residents have the right to access, correct, update, or delete their personal information. Contact us at info@readyfordot.com to exercise these rights.

INDUSTRY-SPECIFIC REGULATIONS

You are responsible for ensuring your Consortium participation complies with DOT/FMCSA regulations (e.g., 49 CFR Part 382 and Part 40), including testing protocols and FMCSA Clearinghouse requirements. Proverbs is not liable for your failure to meet these requirements.

HOW TO CONTACT US

For questions or concerns about this Privacy Policy, contact:

Proverbs Technology, LLC

Email: info@readyfordot.com

PRIVACY POLICY UPDATES

We may update this Privacy Policy, with changes reflected in the “Last updated” date. Continued Consortium participation constitutes your agreement to the updated Privacy Policy. Review our general Privacy Policy at https://www.dot-ready.com/privacy-policy for additional details on Platform data practices.