Legal

Governing Law: State of Tennessee

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1. Corporate Structure and Scope

KaPree Distribution Group, LLC (“KDG” or "Central Logistics Co") is the owner of the KaPree International™ brand, platform, technology, trademarks, and related intellectual property.

The KaPree International™ platform is licensed to and operated by KaPree TransCo Co, LLC, doing business as KaPree International (the “Operating Entity” or “Platform”).

KaPree Distribution Group, LLC is not a motor carrier, broker, dispatcher, or transportation service provider. It does not contract for transportation services, issue invoices, collect payments, or assume operational liability for loads, shipments, or logistics.

All operational activities, dispatch services, transportation services, billing, and collections are conducted solely by the Operating Entity or other licensed operating partners.

Nothing on the Platform or in these Terms shall be interpreted as creating a partnership, joint venture, agency relationship, or alter-ego relationship between KDG and any customer, broker, carrier, owner-operator, or third party.

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2. Applicability of Terms

These Terms govern the use of the KaPree International™ Platform and any services requested or received through it. By accessing the Platform or accepting services, you agree to be bound by these Terms.

Additional written agreements may apply to specific services; where conflicts arise, the written agreements with the Operating Entity control.

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3. Invoicing and Payment Obligations

All invoicing for transportation, dispatch, logistics, or related services is generated exclusively through the KaPree International™ Platform by the licensed Operating Entity or other authorized service provider.

KaPree Distribution Group, LLC does not issue invoices, collect payments, or receive funds for loads, dispatch, or transportation services. KDG’s role is limited to ownership and licensing of the Platform and intellectual property.

Invoices are delivered electronically through the Platform, email, or other authorized electronic means. Such delivery constitutes valid delivery for payment purposes.

Payment terms are as stated on the invoice or in the applicable service agreement with the Operating Entity. Payments are owed solely to the issuing Operating Entity and are not contingent on third-party payments.

Disputes regarding invoices must be submitted in writing to the Operating Entity within twenty-four (24) hours of invoice issuance. Disputed amounts must include sufficient detail for review. All undisputed portions remain due and payable according to the stated terms.

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4. Delinquent Accounts and Collections

Invoices become delinquent if not paid by the stated due date.

At its discretion, the Operating Entity or Platform may refer delinquent accounts to third-party collection agencies within seventy-two (72) hours of delinquency and may pursue all lawful remedies, including credit reporting and legal action.

All costs associated with collection, including collection agency fees, court costs, attorneys’ fees, and enforcement expenses, are the responsibility of the customer or counterparty, to the extent permitted under Tennessee law. Interest may accrue on unpaid balances at the maximum legal rate.

KaPree Distribution Group, LLC is not a party to invoicing, collections, or enforcement actions and bears no responsibility for payment disputes or collection activities.

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5. Suspension or Termination of Services

Access to the Platform or services may be suspended or terminated for non-payment, repeated late payment, chargebacks, or material breach of agreements.

Suspension or termination does not relieve any party of outstanding payment obligations to the Operating Entity.

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6. No Offset or Withholding

Customers, brokers, or counterparties may not withhold, delay, or reduce payment due to alleged service issues, third-party claims, or unresolved disputes unless expressly agreed in writing by the Operating Entity. Payment obligations are absolute and unconditional.

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7. Indemnification

Users and counterparties agree to defend, indemnify, and hold harmless KaPree Distribution Group, LLC, its members, managers, officers, licensors, and affiliates from any claims, losses, damages, liabilities, or expenses (including attorneys’ fees) arising out of:

• Use of the Platform
   

• Transportation services
   

• Payment disputes
   

• Regulatory or compliance claims
   

• Acts or omissions of carriers, drivers, or contractors
   

This indemnity survives termination of Platform access or services.

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8. Limitation of Liability

To the maximum extent permitted under Tennessee law:

• KaPree Distribution Group, LLC shall not be liable for indirect, incidental, consequential, special, or punitive damages.
   

• Any liability, if imposed, is limited to amounts paid directly to KDG for Platform access, if applicable.
   

• All operational, billing, and service risks remain with the Operating Entity or authorized service provider.
   

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9. Governing Law and Venue

These Terms are governed exclusively by the laws of the State of Tennessee, without regard to conflict-of-laws principles.

All legal actions arising under these Terms must be filed in state or federal courts located within Tennessee.

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10. Severability and Enforcement

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect. Failure to enforce any provision does not constitute a waiver of future enforcement.

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11. Modifications

These Terms may be updated from time to time. Updated terms will be posted on the Platform with the new Effective Date. Continued use of the Platform constitutes acceptance of updated terms.

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12. Clarifying Statement

Any reference on the Platform to “we,” “us,” or “our” in connection with invoicing, payment, collections, or operational services refers solely to the licensed Operating Entity and not to KaPree Distribution Group, LLC.

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13. Legal Contact

Legal and compliance inquiries may be directed to:

KaPree Distribution Group, LLC d/b/a Central Logistics Co
hr@centrallogisticsco.com