1. Acceptance of terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you (or, if you are acting on behalf of a company, that company) and LoadUp360, Inc. ("LoadUp360") governing your access to and use of the LoadUp360 transportation management platform, including all software, APIs, documentation, and support services (collectively, the "Service").

By clicking "I agree," creating an account, or otherwise accessing the Service, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Service.

2. Account registration and security

You must provide accurate, current, and complete registration information and keep it updated throughout your subscription. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must promptly notify us at security@LoadUp360.io of any unauthorized use or security breach.

• Each account is for use by a single organization; credentials must not be shared across organizations
• You must enable multi-factor authentication for all admin-level accounts within 30 days of activation
• You may not create accounts through automated means or use false identity information
• LoadUp360 reserves the right to suspend accounts exhibiting suspicious activity pending investigation

3. Subscription and payment

Subscription plans are offered on a monthly or annual basis as specified at signup. Annual subscriptions are billed upfront and are non-refundable except as required by applicable law or as specified in Section 9 (Termination).

Automatic renewal: Subscriptions automatically renew at the end of each billing period at the then-current rate unless cancelled at least 5 business days before the renewal date through your account settings or by contacting billing@LoadUp360.io.

Price changes: We will provide 60 days written notice of any price increase. If you do not accept the new price, you may terminate your subscription before the increase takes effect and receive a pro-rated refund for unused prepaid periods.

Taxes: Fees are exclusive of all applicable taxes. You are responsible for all taxes, levies, or duties imposed by taxing authorities on transactions between you and LoadUp360.

Late payments: Overdue invoices accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is less). We may suspend access to the Service if payment is more than 15 days overdue, after providing written notice.

4. Permitted use and restrictions

Subject to these Terms and timely payment of fees, LoadUp360 grants you a non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business logistics operations.

You must not, and must not permit others to:

• Reverse engineer, decompile, or attempt to extract the source code of the Service
• Copy, modify, or create derivative works based on the Service or its documentation
• Sublicense, resell, or provide the Service to third parties on a bureau or managed service basis without our prior written consent
• Use the Service for any unlawful purpose or in violation of any applicable export control laws
• Introduce malicious code, conduct penetration testing, or attempt to gain unauthorized access to our systems or other customers' data
• Use the Service to send unsolicited communications (spam) to carriers or other parties
• Interfere with or disrupt the integrity or performance of the Service or its underlying infrastructure
• Circumvent any usage limits or access controls implemented by LoadUp360

5. Your data

You retain full ownership of all logistics data, shipment records, carrier agreements, and other content you upload or input into the Service ("Customer Data"). LoadUp360 processes Customer Data only to provide and improve the Service, as described in our Privacy Policy and, for Enterprise customers, the applicable Data Processing Agreement.

You represent that you have all rights necessary to provide Customer Data to LoadUp360, and that doing so does not violate any third-party intellectual property rights, privacy rights, or contractual obligations.

Upon termination, you may export Customer Data for 90 days using the platform's built-in export tools. After 90 days, we will securely delete your Customer Data unless legally required to retain it.

6. Intellectual property

The Service, including all software, algorithms, user interfaces, branding, documentation, and all intellectual property rights therein, is and remains the exclusive property of LoadUp360, Inc. and its licensors. These Terms do not grant you any rights in TransitCore's intellectual property except the limited license described in Section 4.

Feedback you provide about the Service ("Feedback") may be used by LoadUp360 without restriction or compensation to you. By submitting Feedback, you grant LoadUp360 a worldwide, royalty-free, perpetual license to use and incorporate that Feedback into the Service.

7. Service levels and support

LoadUp360 targets 99.9% monthly uptime for the core platform (Professional plan) and 99.99% for Enterprise plans, as detailed in the applicable Service Level Agreement (SLA). Scheduled maintenance windows (Sundays 02:00–04:00 UTC) are excluded from uptime calculations.

In the event of an SLA breach, your sole and exclusive remedy is a service credit applied to your next invoice, calculated as specified in the SLA. Credits are not transferable or redeemable for cash.

8. Confidentiality

Each party agrees to keep the other's non-public business and technical information confidential and to use it only in connection with the Service. This obligation does not apply to information that is publicly known, independently developed, received from a third party without restriction, or required to be disclosed by law. This confidentiality obligation survives termination for a period of 3 years.

9. Termination

By you: You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period. No refunds are issued for unused time on monthly subscriptions. Annual subscriptions receive a pro-rated refund for unused complete months if cancelled for cause following a material breach by LoadUp360 that we have failed to cure within 30 days of written notice.

By LoadUp360: We may terminate or suspend your account immediately if you materially breach these Terms (including non-payment after notice), become insolvent, or if we are legally required to do so. We may terminate without cause on 30 days' notice.

Upon termination, your license to the Service ceases. Sections 5, 6, 8, 10, 11, and 12 survive termination.

10. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. LoadUp360 DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF SECURITY VULNERABILITIES, OR THAT IT WILL MEET YOUR SPECIFIC REQUIREMENTS.

LoadUp360 does not act as a freight broker, carrier, or logistics provider. Decisions to tender freight to specific carriers using data provided by the Service remain solely your responsibility.

11. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LoadUp360 AND ITS OFFICERS, EMPLOYEES, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST FREIGHT, DATA LOSS, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL LoadUp360'S AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNT PAID BY YOU TO LoadUp360 IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Some jurisdictions do not allow exclusion of certain warranties or limitation of liability, so some of the above limitations may not apply to you.

12. Governing law and dispute resolution

These Terms are governed by the laws of the State of Texas, USA, without regard to conflict of law principles. Any dispute arising from these Terms or the Service shall first be submitted to good-faith negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, conducted in Austin, Texas, in English.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property or confidential information. The UN Convention on Contracts for the International Sale of Goods does not apply.

Class action waiver: You agree that disputes will be resolved only on an individual basis, and not as a plaintiff or class member in any class, consolidated, or representative action.

13. General provisions

• Entire agreement: These Terms, together with the Privacy Policy and any applicable Order Form or DPA, constitute the entire agreement between you and LoadUp360 regarding the Service.
• Amendments: We may update these Terms by providing 30 days' advance notice. Continued use after the effective date constitutes acceptance.
• Waiver: Failure to enforce any provision is not a waiver of the right to enforce it later.
• Severability: If any provision is found unenforceable, the remaining provisions remain in full force.
• Assignment: You may not assign these Terms without our prior written consent. LoadUp360 may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force majeure: Neither party is liable for failure to perform due to events beyond reasonable control, including natural disasters, government actions, or internet outages.
• Notices: Legal notices to LoadUp360 must be sent to legal@LoadUp360.io and to the registered address above. Notices are effective upon receipt.

14. Contact

For questions about these Terms, contact us at legal@LoadUp360.io or by mail at TransitCore, Inc., 1220 Freight Lane, Suite 400, Austin, TX 78701, USA.