Terms of Service & User Agreement

KTMC Curator Limited (“KTMC Curator”, the “Company”, “we”, “us”) — Effective November 2026. This Agreement governs all access to and use of the Curator platform, the Curator Load Board, the Curator mobile and web applications, freight factoring, and every related service (together, the “Services”). By creating an account, clicking “agree”, subscribing, posting or booking a load, or otherwise using the Services, you accept this entire Agreement. If you use the Services for a business, you confirm you have authority to bind that business, and “you” includes it. If you do not agree, do not use the Services.

1. The Services; venue only

Curator provides software for maintenance, compliance, dispatch, traceability and related operations, and an online marketplace where dispatchers post freight and verified owner-operators book it. The Company is a technology venue only. Unless a load is expressly tendered by the Company in writing, the Company is not a motor carrier, freight broker, shipper, consignee, insurer, or party to any carriage contract. Each carriage contract is solely between the posting dispatcher and the booking operator, who are each fully responsible for their own authority, licensing, insurance, equipment, drivers, performance, and compliance with all applicable law. The Company does not inspect freight, vehicles or drivers and makes no representation about any user, load, rate, or payment other than its own.

2. Eligibility, accounts & verification

You must be of legal age and capacity, and provide information and documents that are true, current and complete — including, for owner-operators: articles of incorporation, insurance/CVOR, SFC or NSC safety fitness, proof of truck ownership, driver’s licence (number and photo) and contact details; and for dispatchers: business registration and contact details. Applications are reviewed by a human, normally within 48 hours; approval is at the Company’s sole discretion and may be refused, conditioned or revoked at any time without obligation to give reasons. You are responsible for everything done under your account and for keeping your password secret. Submitting false, altered or misleading documents, or operating without required authority or insurance, results in immediate termination and may be reported to authorities.

3. Fees, billing & payments

Current fees: owner-operator load-board access $10 USD per month; optional Curator maintenance profile $50 USD per month; dispatcher accounts free; freight factoring at a flat 2.5% of the factored invoice. Card payments are processed by Stripe, a third-party payment processor; your card details go to Stripe directly and are never stored on the Company’s servers, and your use of Stripe is also subject to Stripe’s own terms. Subscriptions renew automatically each month and you authorize KTMC Curator Limited to charge your payment method on each renewal until you cancel. You can cancel any time through the billing portal; cancellation takes effect at the end of the paid period. Except where the law requires otherwise, fees are non-refundable, including for partial months, unused Services, or accounts suspended or terminated for breach. Fees are exclusive of taxes, which you are responsible for. The Company may change fees with at least 30 days’ notice; continued use after the change takes effect is acceptance. Late, failed or disputed payments may result in suspension, and you are responsible for the Company’s reasonable costs of collecting amounts you owe.

4. Freight factoring (instant pay)

Enrolled owner-operators may offer to assign eligible invoices to the Company for immediate payment, less the flat 2.5% factoring fee. Factoring is offered at the Company’s sole discretion, invoice by invoice, may require proof of delivery and other documentation, and may be declined, reversed or charged back where an invoice is disputed, unearned, offset, double-brokered or fraudulent. Enrollment requires identity verification including SIN or SSN number and banking details, which are stored encrypted and used solely to administer payments. You represent each factored invoice is genuine, owed, unencumbered and free of setoff. Fraudulent invoices are pursued to the full extent of the law, and you remain liable to repay any amount advanced on an invoice that proves uncollectible due to your breach.

5. Competition acknowledgement

The Company and its affiliates (including KTMC Holdings Co. Limited) operate trucking, logistics and manufacturing businesses of their own. You acknowledge and accept that by using the Services you may be transacting with, and may be directly or indirectly competing with, the Company or its affiliates, that the Company may continue to operate, expand and compete in any market regardless of your use of the platform, and that nothing in this Agreement restricts the Company’s own business in any way. You waive any claim arising from that competition. You agree not to use data obtained from the Services to circumvent them — relationships made through the board stay on the board.

6. Your conduct & compliance

You will use the Services lawfully and honestly: post only freight you are authorized to tender, with accurate details and honest rates; book only loads you intend to haul; carry all legally required authority, permits, insurance and safety ratings at all times; comply with all applicable transportation, safety, customs, employment, privacy and tax law. You will not scrape, copy, resell or reverse-engineer the Services, probe or breach their security, misrepresent your identity, harass other users, post unlawful or infringing content, or introduce malicious code. Booking a load is a commitment; repeated no-shows or cancellations lead to removal.

7. Independent parties

Nothing in this Agreement creates any employment, agency, partnership, joint venture or fiduciary relationship between you and the Company. Owner-operators and dispatchers are independent businesses acting entirely for their own account. You have no authority to bind the Company, and the Company owes you no duty beyond what this Agreement expressly states.

8. Intellectual property & feedback

The Services, including all software, designs, marks, text and data compilations, are owned by the Company or its licensors and protected by law. You receive only a limited, revocable, non-exclusive, non-transferable right to use the Services for your own business while this Agreement is in force. You grant the Company a non-exclusive licence to host and process the content and data you submit in order to run, secure and improve the Services, and to produce aggregated, de-identified analytics. Any feedback you give may be used by the Company without restriction or compensation.

9. Data & privacy

Personal information is handled per our Privacy Policy. Verification documents are used for verification and compliance only. SIN/SSN number and banking details are stored encrypted (AES-256-GCM) and used solely to administer factoring payments. You are responsible for the lawfulness of any personal information you submit about your own drivers, staff or customers.

10. Third-party services

The Services rely on third parties (including Stripe for payments and hosting providers). The Company is not responsible for third-party acts, omissions or outages, and your use of a third party’s service is governed by its own terms.

11. Disclaimer of warranties

The Services are provided “as is” and “as available”, without warranties of any kind, express, implied or statutory, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or uninterrupted or error-free operation, all of which are disclaimed to the fullest extent permitted by law. Verification reduces risk but is not a guarantee: the Company does not warrant the identity, solvency, authority, insurance, performance or legality of any user or load, nor the availability of loads, rates or factoring.

12. Limitation of liability

To the fullest extent permitted by law: (a) the Company is not liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, cargo, goodwill, data or business opportunity, however caused and under any theory of liability, even if advised of the possibility; (b) the Company is not liable for any transaction, dispute, loss, damage, injury, death, cargo claim, delay or non-payment arising between users; and (c) the Company’s total aggregate liability for all claims arising out of or relating to the Services or this Agreement shall not exceed the fees you actually paid to the Company in the three (3) months before the event giving rise to the claim (or $100 USD if you paid none). Some jurisdictions do not allow certain exclusions; in those, liability is limited to the minimum extent the law allows. These limits are a fundamental basis of the bargain.

13. Indemnification

You will defend, indemnify and hold harmless KTMC Curator Limited, its affiliates, and their directors, officers, employees and agents from and against all claims, demands, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or related to: your use of the Services; your freight, vehicles, drivers or operations; your breach of this Agreement or of any law; your content or documents; any transaction or dispute between you and another user; and any factored invoice that proves fraudulent or uncollectible due to your breach.

14. Suspension & termination

The Company may suspend or terminate your access at any time, with or without notice, for breach, suspected fraud, legal risk, non-payment, or to protect the Services or other users — without liability and without refund except where the law requires. You may close your account at any time. Sections that by nature survive (including 1, 3–5, 7, 8, 11–13, 15 and 16) survive termination. The Company may retain records as required for legal, audit and compliance purposes.

15. Governing law & disputes

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-law rules. The courts of Ontario sitting in Toronto have exclusive jurisdiction, and you irrevocably attorn to them — except that either party may seek injunctive relief anywhere to protect intellectual property or confidential information. To the extent permitted by law, any claim must be brought within one (1) year of arising, and on an individual basis only — you waive any right to class or representative proceedings and, where permitted, to a jury trial.

16. General

The Company may update this Agreement by posting a revised version with a new effective date; material changes will be reasonably notified, and continued use after the effective date is acceptance. If any provision is unenforceable, it is modified to the minimum extent necessary and the rest remains in force. No waiver is implied from any failure to enforce. You may not assign this Agreement without the Company’s written consent; the Company may assign it to an affiliate or in connection with a reorganization or sale. Force majeure: the Company is not liable for delay or failure caused by events beyond its reasonable control. This Agreement, with the Privacy Policy, is the entire agreement between you and KTMC Curator Limited about the Services and supersedes all prior discussions. Notices to the Company: curator@ktmcholdings.com · 2500 Lawrence Ave East, Toronto, Ontario, Canada.