Referral Program Terms & Conditions

1. Independent Contractor Relationship

No Employment Created: Participation in the Referral Program does not create any employment relationship, partnership, joint venture, or agency relationship with High Roller. You remain an independent contractor under your Equipment Lease Agreement.

Business Income: Bonuses and payments issued under this Program are not wages, commissions, or compensation for employment. All payments are made to independent contractors under their existing Equipment Lease Agreements and constitute business income subject to self-employment tax.

Contractor Responsibility: You are solely responsible for your own taxes, business compliance obligations, and all aspects of your independent business operations. High Roller does not withhold taxes from Bonus payments or provide employee benefits in connection with the Referral Program.

2. Eligibility to Participate

Basic Eligibility: To participate in the Referral Program, you must: (1) be at least 18 years of age; (2) be a current lessee with an active Equipment Lease Agreement with High Roller in good standing; and (3) be in compliance with all terms of your lease agreement and all applicable High Roller policies.

Good Standing Requirements: 'Good standing' means: all lease payments are current and not past due, all required insurance coverage is active and maintained, you are in compliance with all safety and operational requirements, you have no material violations of your lease agreement, and you have not been terminated or are not under notice of termination.

Employee Exclusion: High Roller employees and their immediate family members (spouse, children, parents, siblings) are not eligible to participate in or receive Bonuses under the Referral Program.

Verification Rights: High Roller reserves the right to verify eligibility at any time and to withhold, revoke, or recover Bonuses if eligibility cannot be confirmed or if you become ineligible at any time during the Bonus payment period.

Disqualifying Actions: You may become ineligible and forfeit all pending Bonuses if you: violate your Equipment Lease Agreement or these Referral Terms, engage in fraudulent activity related to your lease, operations, or the Referral Program, make referrals that violate these terms (such as self-referrals or fraudulent referrals), fail to maintain your lease in good standing, or are terminated from your lease for cause.

3. Program Overview

How the Program Works: Eligible contractors ('Referrers' or 'you') may refer qualified independent operators or teams ('Referred Parties') to lease equipment through High Roller. Each successful referral that meets all qualification requirements may qualify you for one or more Bonuses depending on the program structure in effect at the time of the referral.

Current Program Details: Specific Bonus amounts, percentages, payment schedules, qualification requirements, timing deadlines, and other program details are communicated through: the High Roller Referral Program page on our website, email announcements and program communications to active contractors, team meetings and internal announcements, or direct communications from High Roller management.

Program Variations: Different referral program periods may have different requirements, structures, payment schedules, and qualification criteria. Always refer to current program communications for the most up-to-date information before making referrals.

Written Confirmation: High Roller will provide reasonable written confirmation of the applicable bonus structure for your referral, including qualifying criteria, timing requirements, and payment methods. All program structures and criteria are subject to change at High Roller's sole discretion.

4. Bonus Structure and Payment

Types of Bonuses: Bonus structures may include, but are not limited to: (1) Initial Referral Bonus - a one-time payment issued after the Referred Party completes specified milestones such as onboarding and their first load; (2) Revenue Share Bonus - a percentage of the Referred Party's gross revenue paid on a recurring basis (such as weekly or monthly) while both parties remain active and in good standing; (3) Milestone Bonus - payments issued upon the Referred Party reaching specific operational milestones, such as anniversary dates, load counts, or performance benchmarks; or (4) Other structures as determined by High Roller.

Illustrative Nature: All bonus structures described are illustrative and not guaranteed. High Roller may modify, discontinue, or introduce new Bonus types at its sole discretion. The specific structure applicable to your referral will be communicated in current program materials.

Per Team, Not Per Driver: Bonuses are paid per team referred, not per individual driver. Only one set of Bonuses will be paid per Referred Party team, regardless of the number of drivers on the team or changes in team composition during any applicable Bonus period.

One Referring Party per Referral: Only one Referring Party will receive Bonuses for each Referred Party team. If multiple Referring Parties claim to have referred the same team, High Roller will determine attribution based on documentation, timing, the Referred Party's stated source of referral, and other available information. High Roller's attribution decision is final and binding.

Payment Timing: Bonuses are processed only after eligibility is verified, all qualification requirements are met, and carrier funds are received and settled. Payment timing may vary depending on settlement schedules, carrier payment processing, and verification requirements. Typical payment timing will be communicated in program materials but is subject to delays.

Payment Methods: Bonus payments will be processed through one or more of the following methods: (1) added to your regular settlement statements on a one-time or recurring basis; (2) direct deposit to your designated bank account on file with High Roller; (3) separate check payment; or (4) other payment method as specified by High Roller.

Gross Revenue Definition: For purposes of calculating any revenue-based Bonuses, 'gross revenue' means the total revenue generated by the Referred Party's loads as invoiced to carriers, before any deductions for fuel, expenses, or other charges. Revenue-based Bonuses are paid from High Roller and do not reduce the Referred Party's settlement amounts.

Non-Transferable: Bonuses are non-transferable and may not be: redeemed for cash (except as paid out by High Roller in accordance with program terms), transferred to any third party or any other team, combined with any other promotions or discounts, or sold, assigned, or gifted to others.

Offsets: High Roller reserves the right to offset the value of your Bonuses against any amounts you owe High Roller, including but not limited to: outstanding lease payments, equipment damage charges, insurance deductibles, advance repayments, chargebacks, penalties, or any other amounts owed.

5. Making Referrals and Attribution

Approved Referral Methods: You must make referrals using one of the following approved methods: (1) direct the Referred Party to the High Roller website and ensure they identify you as the referring team when submitting their application; (2) provide the Referred Party's contact information directly to High Roller management via email or other approved communication channel; (3) use any unique referral link, code, or mechanism provided to you by High Roller; or (4) any other method specified in current program communications.

Attribution Responsibility: You are responsible for ensuring Referred Parties properly identify you as the referring team. High Roller tracks and verifies referrals based on: information provided in the application, direct communications from you identifying the Referred Party, timing and documentation of your referral, and other information available to High Roller. If a Referred Party fails to identify you or if documentation is insufficient, High Roller may not be able to attribute the referral to you, and you may not receive Bonuses.

Prohibited Referrals: You are not eligible to receive Bonuses if you refer: (1) yourself or any business entity you own or control; (2) family members residing in the same household; (3) individuals or teams who are already in discussions with High Roller or have submitted an application within the past 90 days; (4) any person or entity we have reason to believe you referred primarily for obtaining Bonuses rather than genuine interest in leasing equipment; or (5) any person or entity located in or operating primarily from the State of California.

Quality of Referrals: You will receive Bonuses only for referring bona fide prospective contractors who are likely to engage meaningfully and in good faith with High Roller's equipment leasing program. High Roller reserves the right, in its sole discretion, to assess the quality and legitimacy of referrals and may reject, suspend, or exclude any referral it deems to be fraudulent, non-serious, or primarily driven by promotional incentives.

Confidentiality: Due to the confidential nature of the application and approval process, High Roller will not disclose detailed information regarding Referred Party applications, approval status, specific revenue amounts, operational performance, or settlement details except as reasonably necessary in High Roller's sole discretion in connection with administering the Referral Program. You will be able to see your Bonus amounts but may not receive detailed breakdowns of the Referred Party's operations.

6. Performance Criteria and Qualification

Overview: Bonuses are earned only when Referred Parties meet required operational and performance criteria, which may include: completing their first load by specified deadlines, making initial contact with High Roller within specified timeframes, maintaining operations for specified periods, generating minimum revenue thresholds, completing minimum load counts, achieving safety or compliance benchmarks, or meeting other criteria as defined in current program communications.

Good Standing Required: Both you (the Referrer) and the Referred Party must maintain active Equipment Lease Agreements in good standing throughout any applicable qualification or Bonus payment period. 'Good standing' requires: timely lease payments, active insurance coverage, compliance with safety and operational requirements, no material lease violations, and no lease termination for cause.

Verification and Determination: High Roller determines whether qualification requirements and performance criteria have been met based on internal records, settlement data, operational metrics, and other available information. Only settled and undisputed transactions, loads, and operational activity count toward performance criteria. High Roller's determination is final and binding.

Illustrative Examples: Examples of potential earnings or Bonus amounts provided in program communications are for illustrative purposes only and do not represent actual or guaranteed results. Actual Bonuses will vary based on the Referred Party's individual performance, operational decisions, market conditions, and other factors.

7. Ongoing Eligibility and Termination of Payments

Continuous Good Standing: To continue receiving Bonus payments (particularly recurring or milestone-based Bonuses), you and the Referred Party must both remain active and in good standing with High Roller throughout any applicable Bonus period.

Immediate Cessation: Bonus payments will immediately cease if: (1) your Equipment Lease Agreement is terminated for any reason (voluntary or involuntary); (2) the Referred Party's Equipment Lease Agreement is terminated for any reason; (3) the Referred Party ceases operations or goes on extended inactive status; (4) either party fails to maintain good standing; (5) any specified Bonus period expires; or (6) High Roller determines that either party is no longer eligible under these Referral Terms.

No Prorated Payments: If payments cease before the completion of any specified Bonus period, you will receive Bonuses only for the portion of the period during which both leases remained active and in good standing. There are no prorated or advance payments for the remainder of any Bonus period.

Fraud and Misconduct: High Roller may suspend, revoke, or recover Bonus payments if fraudulent, misleading, abusive, or non-compliant referrals or activities are discovered. Program participation may be revoked at any time for conduct inconsistent with these Referral Terms or the spirit of the Program.

Recovery Rights: If Bonuses are paid in error or if you become ineligible after payment, High Roller reserves the right to recover such payments through offsets against future settlements, direct billing, or other available means.

8. Promotional Restrictions and Prohibited Activities

Relationship-Based Only: Referral activities must be genuine and relationship-based. You may share your referral information with: individuals you know personally (friends, family, professional contacts), current or former colleagues in the trucking industry, or individuals who have expressed genuine interest in equipment leasing opportunities. Your referral activity should be personal in nature and based on genuine relationships.

Commercial Use Prohibited: You must not promote High Roller or distribute referral links through: (1) paid advertising platforms (e.g., Google Ads, Facebook Ads, LinkedIn Ads, retargeting platforms) without High Roller's prior written approval; (2) discount code, cashback, affiliate coupon, or deal aggregator websites; (3) bulk email campaigns, spam, or unsolicited commercial communications; (4) automated systems, bots, fake leads, or incentivized click schemes; or (5) any platform, method, or channel that could be considered commercial advertising without prior written approval.

Public Advertising Prohibition: You must not publicly advertise, distribute, or promote High Roller's services using your referral link through social media channels, YouTube, podcasts, blogs, forums, or other platforms directed at your followers, audience, or the general public, without prior written approval from High Roller.

Personal Use Only: Referral links are intended solely for personal, non-commercial use. Referral links may only be used by you directly and may not be: transferred, sold, or assigned to any third party; posted on any third-party websites, forums, or online communities not directly controlled by you; shared in public groups, job boards, or classified ad platforms; or used by anyone other than you, unless expressly authorized by High Roller in writing.

Content Restrictions: Referral links may not be distributed via any channel that: promotes illegal, fraudulent, misleading, or deceptive activities; contains false or misleading claims about High Roller's services, earnings potential, or business model; violates any applicable laws or regulations; or is deemed by High Roller to be inappropriate, unprofessional, or harmful to High Roller's reputation.

Prohibited Activities: You may not: (1) engage in self-referrals or refer entities you own or control; (2) submit fraudulent applications or encourage others to do so; (3) create artificial or misleading referrals; (4) misrepresent High Roller's services, earnings potential, or business terms; (5) offer unauthorized incentives or payments to Referred Parties in exchange for using your link; (6) interfere with other Referring Parties' referral activities; or (7) undertake any actions inconsistent with the spirit and purpose of the Referral Program.

Consequences of Violations: High Roller may, in its sole discretion: revoke your access to referral links and participation in the Program; cap, withhold, delay, or claw back any referral Bonuses (including by offsetting against lease payments or settlements); terminate your Equipment Lease Agreement if violations are material; pursue legal action for fraudulent activity; or take any other action deemed appropriate to protect the integrity of the Program.

Prior Approval Process: If you wish to promote High Roller or use your referral link in any commercial, public, or mass-distribution context, you must obtain prior written approval from High Roller by contacting referrals@highrollerexpediting.com with a detailed description of your proposed promotional activity.

9. Tax Reporting and Obligations

Taxable Income: All referral Bonuses constitute taxable income. Bonuses are considered miscellaneous business income and must be reported on your personal or business tax returns as applicable. You are solely responsible for all federal, state, and local taxes associated with Bonuses received.

Form 1099 Reporting: If your total Bonuses (combined with any other non-lease payments from High Roller) equal or exceed $600 in any calendar year, High Roller is required by law to: (1) report the payments to the Internal Revenue Service (IRS); (2) issue you IRS Form 1099-NEC or Form 1099-MISC (or other applicable form) by January 31st of the following year; and (3) include these payments in our tax reporting.

Required Information: If your Bonuses exceed $600 in a calendar year, you will be required to provide: (1) your Social Security Number (SSN) or Employer Identification Number (EIN); (2) completed Form W-9 (Request for Taxpayer Identification Number and Certification); (3) current mailing address for tax form delivery; and (4) any other information reasonably required for tax compliance purposes.

Failure to Provide Information: If you fail to provide required tax information when requested, High Roller may: withhold Bonus payments until information is provided; withhold applicable taxes from Bonus payments as required by law (backup withholding at current IRS rates); suspend your participation in the Referral Program; or take other action necessary to comply with tax reporting obligations.

Self-Employment Taxes: As an independent contractor, you are responsible for self-employment taxes on Bonus income. Bonuses are not subject to withholding for income tax, Social Security, or Medicare, and you must account for these taxes in your estimated tax payments and year-end filing.

Tax Advice Disclaimer: High Roller does not provide tax advice. The information provided here is for general informational purposes only. You should consult with a qualified tax professional or certified public accountant regarding your specific tax situation, deductions, estimated tax payment requirements, and obligations related to Referral Program participation.

State and International Considerations: State tax reporting requirements may vary. If you are not a U.S. taxpayer or are subject to tax treaties, different tax forms and withholding rules may apply. You are responsible for understanding and complying with all applicable tax obligations in your jurisdiction.

10. Authorizations and Data Use

Information Collection and Use: By participating in the Program, you authorize High Roller to collect, store, and use information necessary to administer the Program, including: referral tracking and attribution, eligibility verification and ongoing monitoring, Bonus calculation and payment processing, tax reporting and compliance, and program analysis and improvements.

Sharing Your Information: By making a referral, you agree and authorize High Roller to: share your full name and/or business name with the Referred Party for purposes of facilitating the Referral Program and identifying you as the referring party; inform the Referred Party that you referred them to High Roller; and use your referral information for internal tracking and program administration purposes.

Privacy Policy: All personal information and data will be collected, used, stored, and protected in accordance with the High Roller Privacy Policy. Please review our Privacy Policy for detailed information about how we handle your personal information and the personal information of Referred Parties.

Revoking Authorization: You may revoke your authorization to share your information at any time by submitting a written request to legal@highrollerexpediting.com. We will honor your request within a commercially reasonable timeframe. If you revoke your authorization: you will forfeit any pending referral Bonuses for which payment has not yet been processed; we may remove records of your referrals from our systems to accommodate your request; and you will no longer be able to participate in the Referral Program going forward.

11. Release of Liability and Indemnification

Release: By participating in the Program, you release and hold harmless High Roller Expediting LLC, its owners, officers, employees, agents, affiliates, and partners from all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) that may result from or arise out of: your participation in the Referral Program; your referral activities or communications with Referred Parties; any disputes with Referred Parties; your use or misuse of referral links, codes, or mechanisms; any tax obligations arising from Bonuses received; High Roller's administration of the Referral Program or determination of eligibility; or any other third-party claims whatsoever that result from, are related to, or are incurred by or against you in connection with the Referral Program or these Referral Terms.

Limitation of Liability: High Roller shall not be liable for any indirect, incidental, special, consequential, or punitive damages related to the Referral Program, Bonus payments, or these Referral Terms, including but not limited to: loss of profits, revenue, or business opportunities; loss of data or information; business interruptions; or any other commercial damages or losses, regardless of the legal theory upon which any claim is based.

Indemnification: You agree to indemnify, defend, and hold harmless High Roller from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: your violation of these Referral Terms; your referral activities or promotional conduct; your misrepresentation of High Roller's services or the Referral Program; or your violation of any applicable laws or regulations in connection with your participation in the Program.

12. Program Modifications and Termination

Right to Modify: High Roller may modify, amend, suspend, or terminate the Referral Program or these Referral Terms at any time without prior notice, in its sole discretion. Modifications may be made by: posting an updated version to our website's legal page; providing notice to you via email or through your account portal; or including notice in regular communications from High Roller.

Application of Changes: Modifications to these Referral Terms or the Program generally apply to referrals made after the effective date of the change. However, High Roller reserves the right to modify terms even for pending referrals in extraordinary circumstances, including to comply with legal requirements, address fraud or abuse, or protect the integrity of the Program.

Program Changes: High Roller may update or change at any time: Bonus amounts, percentages, and structures; eligibility criteria and requirements; performance criteria and qualification requirements; payment timing, methods, and schedules; promotional restrictions and prohibited activities; or any other aspect of the Referral Program.

Program Termination: High Roller may terminate the Referral Program entirely at any time and at its sole discretion. Upon termination: pending Bonuses for Referred Parties who have already satisfied all qualification requirements may be paid at High Roller's discretion; Bonuses for Referred Parties still in qualification periods may be forfeited; no new referrals will be accepted; and these Referral Terms will cease to apply to future referrals.

No Guarantee of Continuity: Participation in the current Referral Program does not create any vested right or guarantee of eligibility for future referral programs or incentive opportunities. High Roller may discontinue offering referral bonuses at any time.

No Waiver: Any delay by High Roller in enforcing its rights under these Referral Terms or your Equipment Lease Agreement does not constitute a waiver or forfeiture of such rights. High Roller's failure to act on a violation does not waive its right to act on subsequent or similar violations.

13. Forward-Looking Statements

Nature of Forward-Looking Statements: This document and related program communications may contain certain 'forward-looking statements,' identified by words such as 'believe,' 'expect,' 'anticipate,' 'should,' 'planned,' 'estimated,' 'potential,' 'may,' 'will,' 'could,' or similar expressions. Examples of forward-looking statements include, but are not limited to: statements regarding expected program performance, projected Bonus amounts or earnings, anticipated results from referrals, future program availability or structure, or expected operational outcomes for Referred Parties.

Risks and Uncertainties: Forward-looking statements are based on current expectations, assumptions, and available information and are subject to numerous factors, risks, and uncertainties beyond High Roller's control, including but not limited to: changes in freight demand and transportation market conditions; fluctuations in fuel prices and operating costs; carrier payment schedules, policies, and financial stability; changes in federal, state, or local regulations affecting the trucking industry; economic downturns, recessions, or market volatility; competition within the transportation industry; natural disasters, weather conditions, or unforeseen events; changes in technology or industry practices; individual contractor performance and business decisions; and operational factors affecting Referred Party performance.

No Guarantees: Forward-looking statements are not guarantees of future outcomes or performance. Actual results, Bonus amounts, Referred Party performance, and program continuation may differ materially from any forward-looking statements made in this document or program communications. You should not rely on forward-looking statements as predictions of actual results.

No Obligation to Update: High Roller undertakes no obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, changes in market conditions, or changes in future operating results or program structure.

14. General Provisions

Entire Agreement: These Referral Terms, together with your Equipment Lease Agreement and any other written agreements between you and High Roller, constitute the entire agreement between you and High Roller regarding the Referral Program. These Referral Terms supplement, and do not replace or supersede, your Equipment Lease Agreement.

Relationship to Other Agreements: In the event of any conflict between these Referral Terms and your Equipment Lease Agreement, the terms of your Equipment Lease Agreement shall control with respect to your lease obligations and relationship with High Roller. These Referral Terms govern only participation in the Referral Program. These Referral Terms are separate and distinct from High Roller's Terms of Service (which govern website use) and Privacy Policy (which governs data collection and use).

Severability: If any provision of these Referral Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.

Assignment: You may not assign or transfer your rights or obligations under these Referral Terms without High Roller's prior written consent. High Roller may assign these Referral Terms to any successor, affiliate, or third party at any time without notice or your consent.

No Agency or Partnership: Participation in the Referral Program does not create any agency, partnership, joint venture, employment relationship, or franchise relationship between you and High Roller beyond your existing independent contractor relationship under your Equipment Lease Agreement. You may not represent yourself as an agent, partner, or representative of High Roller except as expressly authorized in writing.

Interpretation: Headings in these Referral Terms are for convenience only and do not affect interpretation. Use of 'including' means 'including but not limited to.' Use of 'or' is not exclusive unless context requires otherwise. References to sections refer to sections of these Referral Terms unless otherwise specified. Use of the singular includes the plural and vice versa where context permits.

Notices: Any notices required under these Referral Terms may be provided by email to the email address you have on file with High Roller, by posting to our website, or through your regular settlement communications. You are responsible for maintaining current contact information with High Roller.

15. Governing Law and Dispute Resolution

Governing Law: These Referral Terms and your participation in the Referral Program are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-law provisions. Any disputes arising from or related to these Referral Terms shall be resolved exclusively in the state or federal courts located in Travis County, Texas.

Jurisdiction and Venue: You irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas for any legal action or proceeding arising from or related to these Referral Terms or the Referral Program. You waive any objection to jurisdiction or venue in such courts.

Dispute Resolution: Any disputes arising from these Referral Terms or the Referral Program may be subject to the dispute resolution provisions set forth in your Equipment Lease Agreement, if applicable. If no such provisions apply, disputes shall be resolved through binding arbitration or litigation in Travis County, Texas as specified above.

Statute of Limitations: Any claim or cause of action arising from or related to these Referral Terms or the Referral Program must be filed within one (1) year after the claim or cause of action arose, or such claim or cause of action shall be forever barred.

16. Important Footnotes

17. Questions and Contact Information

Program Questions: For questions about the Referral Program, current Bonus structures, qualification requirements, or payment status, please contact: referrals@highrollerexpediting.com or the contact information provided on our website.

Legal Questions: For questions about these Referral Terms, eligibility, or legal matters related to the Program, please contact: legal@highrollerexpediting.com.

Current Program Information: For the most up-to-date Bonus amounts, requirements, and program details, please visit the High Roller Referral Program page on our website or contact High Roller management directly.

18. Acknowledgment and Acceptance

By participating in the High Roller Referral Program, making referrals, or accepting Bonuses, you acknowledge that you have read, understood, and agree to be bound by these Referral Terms in their entirety.

You acknowledge and agree that: participation in the Referral Program is entirely voluntary and at your own discretion; Bonuses are not guaranteed and are subject to Referred Party performance, qualification requirements, and program terms; High Roller has sole and absolute discretion in administering the Referral Program, determining eligibility, calculating Bonuses, and interpreting these terms; these Referral Terms may be modified or the Program may be discontinued at any time without prior notice; you have no vested right, entitlement, or guarantee to continue participation in the Referral Program or receive any future Bonuses; and all decisions by High Roller regarding the Program, eligibility, and Bonus payments are final and binding.

If you do not agree to these Referral Terms, you should not participate in the Referral Program, make referrals, or distribute referral links or codes.