LOADLOOM AGENT PROGRAM AGREEMENT — Version 1.0. Between the business identified in the approved application (the "Agent", "you") and ShipVista Corporation, carrying on business as LoadLoom, U9, 9 Royalcrest Rd, Etobicoke, Ontario M9V 2L6 ("LoadLoom", "we"). This Agreement adds to the LoadLoom Terms of Use and to the service terms governing whatever you book; those service terms always govern the shipment itself.
1.1 Independent business. You are an independent business arranging shipping for your own clients. You are not our employee, partner, franchisee, joint venturer, or exclusive representative, and we are not yours.
1.2 No authority for LoadLoom. You have no authority to speak for LoadLoom, modify our prices or terms, sign on our behalf, or hold yourself out as LoadLoom beyond stating that you book "through the LoadLoom Agent Program".
1.3 Your clients stay yours. The client of record on each booking remains bound by the applicable service terms; nothing here transfers your client relationships to us or ours to you.
2.1 Authority. You may book only where you hold your client's actual authority to bind them to the shipment and its service terms, and you confirm that authority at each checkout. On our request for a high-value booking, you will provide written evidence of that authority.
2.2 Accurate data. Client details you enter must be accurate and yours to provide; our Privacy Policy governs personal information you submit, and you warrant your right to submit it.
2.3 Published price; no in-platform markup. The price at checkout is our published price for that shipment. You may not add markup inside the platform. What you invoice your clients separately, for your own services, is your business, conducted honestly and outside our checkout.
3.1 The posted schedule. Commission is earned at the tier rates posted at loadloom.com/agents on the date of booking. Tiers are set by rolling twelve-month booked volume. We may change the schedule prospectively with notice; every booking keeps the rate in force when it was made.
3.2 The base. Commission is calculated on pre-tax freight charges actually paid, excluding taxes, and excluding pass-through charges such as permits, escorts, storage, demurrage and detention, and customs charges, and excluding refunded amounts.
3.3 Earning and holds. Commission accrues only when the shipment is completed and fully paid. Cancellations earn nothing. A shipment with an open claim holds its commission until the claim closes. Chargebacks and refunds reverse the matching commission.
3.4 Payout. Accrued commission pays monthly to your registered payout method once it passes the posted minimum, with monthly statements.
3.5 No self-dealing. No commission is earned on your own freight, freight of your affiliates, or bookings structured to farm commission; doing so is a material breach. Where we deny commission under this Section we will state our reasons.
3.6 Taxes. Commission is inclusive of any applicable taxes on it. You are responsible for your own tax reporting; cash payouts require the applicable tax documentation (such as a W-9 or W-8 in the United States), and we issue the annual slips the law requires (such as 1099-NEC or T4A), the same practice as the platform's affiliate program.
4.1 Program schedules. Where we agree a custom program with you (for example, white-glove service levels priced from a program rate table), its terms appear as a program schedule in your agent dashboard, are set by us in the platform, and prevail over Section 2.3's published-price rule for the shipments they cover.
4.2 Existence. No custom program exists unless and until it is visible in your dashboard. Program pricing and any program-specific commission rate are as stated in the program schedule, and bookings under a program keep the program terms in force when the booking was made.
5.1 You will deal honestly with clients about what LoadLoom is and what you are; you will not bid on our trademarks, pass our quotes off as your own system's output in violation of the API and Webhooks Agreement, send spam, or use the program to violate any law.
5.2 Where your activities require a licence (customs brokerage, dispatch services, or otherwise), you hold it and comply with it. We do not supervise your regulated activities and accept no responsibility for them.
5.3 Confidentiality. Non-public information you receive through the program (program schedules, unreleased features, or another party's data visible to you in error) is confidential: use it only for the program, and tell us promptly about anything you received in error.
6.1 Where the platform displays a CO2e figure for a shipment, it is a screening estimate produced from GLEC-aligned default factors as described at loadloom.com/co2-methodology. It is informational only, is not a certified or audited figure, and forms no part of any contract of carriage or of this Agreement's commercial terms. You will not present it to clients as anything more.
7.1 You consent to contract electronically. Your acceptance is recorded with the typed name of the signing individual, the date and time, the network address and device identification presented by your connection, and a cryptographic hash binding those details to this document's text. You agree these records are admissible evidence of execution, and that the signing individual warrants authority to bind you.
8.1 Your dashboard data (clients, bookings, ledger) is yours to export. We use it to run the program, compute commission, and prevent abuse.
9.1 The program is provided as-is. Our total liability under this Agreement is capped at commission paid or payable to you in the twelve months before the event giving rise to the claim. Neither party is liable to the other for indirect or consequential loss. Nothing limits liability that by law cannot be limited.
9.2 You indemnify us against third-party claims arising from your lack of client authority, your separate invoicing, or your regulated activities.
10.1 Either party may end this Agreement on notice. Earned commission survives and pays on the normal schedule; accruals on shipments still moving pay when they earn. We may suspend immediately for breach of Section 3.5 or Section 5, stating why.
11.1 The platform disputes framework applies, mirrored from the Terms of Use: agents 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 other agents litigate in the courts of Ontario; Ontario law governs; non-waivable consumer protections, including under the Consumer Protection Act, 2002 (Ontario) and the Consumer Protection Act (Quebec) including article 11.1, are preserved in the unlikely event an agent qualifies as a consumer.
11.2 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. An agent subject to Section 11.1'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.
12.1 This Agreement is versioned; the version you accept governs until you accept a later one. Notices go to your account email and legal@loadloom.com. No assignment without consent, except to an affiliate or acquirer. Entire agreement for its subject; severability; Sections 3.3, 3.5, 6, 7, 8, 9 and 11 survive termination.
SHIPVISTA CORPORATION, operating as LoadLoom · U9, 9 Royalcrest Rd, Etobicoke, ON M9V 2L6 · FMCSA FF-53801 · legal@loadloom.com
