LOADLOOM BROKER LOAD BOARD AGREEMENT — Version 1.0. Between the freight brokerage identified at verification (the "Broker", "you") and ShipVista Corporation, carrying on business as LoadLoom, U9, 9 Royalcrest Rd, Etobicoke, Ontario M9V 2L6 ("LoadLoom", "we"). This Agreement governs your use of the LoadLoom load board and broker tools to post your own loads for carriage by carriers registered on the platform. It adds to the Terms of Use; for the load board and broker tools, this Agreement controls.
1.1 LoadLoom is the venue, never a party. Loads you post are brokered under YOUR authority, priced by you, tendered by you, and paid by you. The contract of carriage for a posted load forms directly between you and the accepting carrier under the load confirmation you issue. We are not a broker, carrier, shipper, payer, guarantor or agent for your loads, and nothing here creates a partnership, agency or joint venture.
1.2 Independent businesses. You and each carrier are independent businesses using our technology. Each of you is responsible for your own operations, compliance, contracts and payments. We provide the platform, the verification data described here, and the tools.
2.1 US and cross-border brokerage requires active FMCSA property broker operating authority and the bond or trust required by 49 U.S.C. 13906 (BMC-84/85). You provide your USDOT or MC number; we verify against FMCSA records at registration and re-check periodically.
2.2 Canadian path. A Canadian brokerage without FMCSA authority may register and may post only loads moving domestically within Canada or cross-border between Canada and the United States or Mexico to the extent no US-domestic brokerage authority is required. It may never post a load moving point-to-point within the United States. The platform enforces this at posting; you remain responsible for knowing which authority each load requires, and posting a load you lack authority to broker is a material breach.
2.3 Staying verified. If your authority lapses or is revoked or your bond is cancelled, posting pauses automatically and open posts are removed. You will tell us within two business days of any such change; we may learn it first and act without notice.
3.1 Every post must be a real, currently available load under your authority, with an honest all-in carrier rate stated on the post; "call for rate" posts are not permitted. Weight, dimensions, commodity, equipment, dates, locations, payment terms and any attached photographs or documents must be accurate and relate to that load.
3.2 No duplicate posting to inflate visibility. Posts expire at the pickup date. Every post displays your legal name, authority number, and your on-platform performance record, together with the notice that the load is broker-posted and broker-paid.
3.3 Insurance and carrier selection. Your post may state minimum insurance the carrier must carry for the load; a carrier's acceptance warrants to you that it meets what your post states. The platform displays each carrier's verification data (authority, insurance on file, performance record) as information, not as a recommendation: YOU select the carrier for your load, exercising your own professional judgment as its broker, and carrier selection, and any liability the law attaches to it, remains yours. We do not select, dispatch, or supervise carriers on your loads.
4.1 Carriers may request your load or message you in the load thread. Where you enable instant booking, a qualifying carrier's acceptance at your posted rate binds you to that carrier at that rate, subject to the requirements stated on the post; you authorize the platform to issue your load confirmation upon such acceptance.
4.2 The load confirmation. On acceptance, the platform generates a load confirmation from your rate and terms; your own template, pasted terms, or attached document may form part of it. Both parties sign electronically on the platform, the signed document is stored on the load record for both parties, and the load leaves the board.
4.3 Your contract, not ours. The load confirmation is your contract with the carrier. We are not a party to it, and we do not guarantee either side's performance, solvency, insurance adequacy, or payment.
4.4 Electronic execution. Each signature is recorded with the typed name of the signing individual, date and time, the network address and device identification presented, and a cryptographic hash binding those details to the document text. Both parties agree these records are admissible evidence of execution and warrant the signing individual's authority.
5.1 You pay the carrier per your load confirmation. We do not hold, route, or guarantee those funds under this Agreement.
5.2 Future guaranteed features. If we later offer an optional guaranteed-payment, escrow or similar feature, it will carry its own terms and be clearly marked per load; nothing is guaranteed unless that marking appears on the specific load.
5.3 Pay disputes. Carriers may report non-payment on your loads. At the threshold posted in the program rules, unresolved payment disputes pause your posting privileges pending review, and a pattern of non-payment is grounds for removal. You have a right of reply on every reported dispute, and we correct demonstrated errors in your record promptly. We may inform affected carriers that a removed brokerage is no longer verified on the platform.
6.1 Board access is sold by subscription per the plan you select at loadloom.com/brokers, including free-tier limits, promotional and sale pricing, and the Beta plan's stated term and automatic conversion to the free tier at its end.
6.2 The price shown at purchase governs your subscription until renewal. Monthly and annual subscriptions renew automatically until cancelled; annual plans state their savings at purchase; cancelling stops renewal and your plan runs to period end. Taxes are added where the law puts them. Fees are for platform access and are earned when billed; no refunds for partial periods except where consumer law requires.
6.3 We may change plan pricing prospectively with at least thirty days' notice; changes never reach into a period you have already paid for.
6.4 Receipts and taxes. Every charge produces a receipt to your account email. Taxes are added where the law puts them; you are responsible for taxes on your own brokerage revenues.
7.1 Your plan may include operational tools: load and document management, tracking links, bookkeeping views, insights and reports, application programming interfaces, and team seats with role permissions. These tools are provided for the operation of your own brokerage. Where you grant seats to your team, you are responsible for your team's use.
7.2 Tracking, document and status information the tools display is operational information of the kind described in the Terms of Use and, for API consumption, the API and Webhooks Agreement; build your operations on signed documents and confirmations, not on telemetry alone.
8.1 Your posts, load documents and books are yours; you licence us what we need to operate the board, display posts and your performance record, and keep required records. Your on-platform performance record (posted, covered, completed, disputes) is computed from platform events, and may include mutual transaction ratings: after a completed posted load, you and the carrier may each rate the other within the posted window; ratings release simultaneously, may be revised once within the posted revision window, carry a one-time right of reply for the rated party, and are removed by us only for demonstrated falsity or abuse, with reasons stated. We correct demonstrated errors in your record promptly.
8.2 Carrier data. Verification and performance data we display about carriers originates with government registries and platform history. You may use it solely to evaluate and engage carriers for your posted loads, never to assemble or resell a dataset.
9.1 No fake loads, no rate manipulation, no re-brokering a load tendered to you through the platform in breach of your carrier contract, no moving platform-introduced counterparties off-platform to avoid these rules, no harassment or discrimination, and no use of the board to violate law, including safety and hours-of-service regulation. We may remove posts and suspend accounts that endanger the board's integrity, with notice and reasons.
10.1 Where the platform displays a CO2e figure, it is a screening estimate produced from GLEC-aligned default factors as described at loadloom.com/co2-methodology, is informational only, and forms no part of any load confirmation or of this Agreement.
11.1 The board and tools are provided as-is. We do not warrant uninterrupted availability, that any load will be covered, or any carrier's performance or authority beyond displaying the verification data described here. Our total liability under this Agreement is capped at the fees you paid us in the twelve months before the event; no indirect or consequential loss either way; nothing limits what cannot be limited.
11.2 You indemnify us against third-party claims arising from your loads, posts, authority or bond status, payment failures, or breach of this Agreement, including claims by shippers and carriers on loads you posted.
12.1 Either party may end on notice; ending does not touch load confirmations already signed. We may suspend immediately under Sections 2.3, 5.3 or 9, stating why. After termination you may export your load records for ninety days.
13.1 The platform disputes framework applies, mirrored from the Terms of Use: brokers in the United States resolve disputes with us by binding individual arbitration administered by the American Arbitration Association under the Federal Arbitration Act, by videoconference, with a small-claims carve-out and class and jury waivers (the class waiver severable); all others litigate in the courts of Ontario; Ontario law governs; non-waivable consumer protections, including the Consumer Protection Act, 2002 (Ontario) and the Consumer Protection Act (Quebec) including article 11.1, are preserved in the unlikely event a broker qualifies as a consumer. Disputes between you and a carrier under a load confirmation are governed by that document, not by this Section.
13.2 Mass filings and opt-out. Twenty-five or more coordinated arbitration demands presenting similar claims are administered in sequential batches of up to one hundred under the AAA's Mass Arbitration Supplementary Rules, remaining demands stayed with fees deferred and limitation periods tolled until their batch proceeds. A broker subject to Section 13.1's arbitration provision may opt out of it and the class waiver within thirty days of first accepting this Agreement, by written notice to legal@loadloom.com stating name, account email and intent to opt out; we confirm receipt and everything else in this Agreement stands.
14.1 Versioned acceptance (the version you accept governs until you accept a later one); notices to the account email and legal@loadloom.com; assignment only with consent except to an affiliate or acquirer; entire agreement for its subject; severability; Sections 3.3, 4.4, 5, 8, 10, 11 and 13 survive.
SHIPVISTA CORPORATION, operating as LoadLoom · U9, 9 Royalcrest Rd, Etobicoke, ON M9V 2L6 · FMCSA FF-53801 · legal@loadloom.com
