Terms of Service

1. Agreement to Terms

These Terms of Service (the "Terms") are a legally binding agreement between you ("you" or "Customer") and LoadBear ("LoadBear," "we," "us," or "our") governing your access to and use of the LoadBear Platform, the loadbear.co website, our APIs, and any related products, features, content, or services we provide (collectively, the "Services"). By creating an account, accessing the Services, or clicking a button or checkbox indicating acceptance, you agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "Customer" refers to that entity.

If you do not agree to these Terms, do not use the Services.

2. Definitions

• "Agreement" means these Terms together with any Order Form, Statement of Work, the Privacy Policy, the DPA, our Acceptable Use Policy (Section 8), and any other policies referenced herein.
• "Authorized User" means an individual employee, contractor, or agent of Customer authorized by Customer to access the Services on its behalf.
• "Customer Data" means data, content, files, and information submitted by or on behalf of Customer to the Services, including data submitted by Customer's end users.
• "Documentation" means the technical and user documentation we make generally available for the Services.
• "Order Form" means an ordering document (whether electronic, web-based, or paper) signed or accepted by both parties referencing these Terms.
• "Output" means content generated by an agent or AI feature of the Services in response to Customer Data or Customer's instructions.
• "Subprocessor" means any third-party processor engaged by us to process Customer Data, as listed in our DPA.
• "Subscription Term" means the period during which Customer is authorized to use the Services as set forth in an Order Form or otherwise selected in account settings.

3. Account Registration and Security

To use the Services, Customer must register an account and provide accurate, current, and complete information. Customer is responsible for maintaining the confidentiality of account credentials and for all activity that occurs under the account. Customer shall notify us promptly of any unauthorized access to or use of the Services. Authorized Users must be at least 18 years of age and must comply with these Terms.

4. Subscription Plans, Fees, and Billing

4.1 Subscription plans

The Services are offered on a subscription basis, with plan tiers and features as described on loadbear.co or in an applicable Order Form. We may modify plans, features, and pricing prospectively, with notice provided in accordance with Section 22.

4.2 Fees and payment

Customer shall pay all fees specified on the applicable plan or Order Form. Unless otherwise stated: (a) fees are quoted and payable in U.S. dollars; (b) subscription fees are billed in advance on a monthly basis; (c) one-time setup or implementation fees are billed upon execution of the Order Form; (d) payment obligations are non-cancelable and fees paid are non-refundable except as expressly set forth herein; and (e) Customer authorizes us (or our payment processor) to charge Customer's payment method for all fees due.

4.3 Auto-renewal

Unless otherwise specified, subscriptions automatically renew for successive periods equal to the initial Subscription Term. Customer may cancel auto-renewal at any time before the end of the then-current period via account settings or by emailing hello@loadbear.co. Cancellation takes effect at the end of the then-current period.

4.4 Late payments

Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus reasonable collection costs. We may suspend the Services for payment more than 10 days past due, after providing notice.

4.5 Taxes

Fees are exclusive of all taxes, including sales, use, VAT, GST, withholding, and similar taxes, except taxes based on our net income. Customer is responsible for paying all such taxes. If we are required to collect taxes, we will charge them and Customer will pay them, unless Customer provides a valid tax exemption certificate.

4.6 Refunds

Except as required by law or expressly stated in an Order Form, all fees are non-refundable. Refunds will not be issued for partial months of service, unused features, or downgrade requests.

5. Free Trials, Pilots, and Beta Services

From time to time, we may offer free trials, pilot programs, or beta features. Such offerings are provided "as is" without any warranty or indemnification. We may modify, suspend, or discontinue any free or beta service at any time without notice. Use of a free or beta service is subject to additional terms we may specify.

6. Customer Data and License Grants

6.1 Ownership of Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data and all Outputs (subject to Section 9.3). We claim no ownership of Customer Data.

6.2 License to LoadBear

Customer grants us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, modify, and create derivative works of Customer Data solely as necessary to provide and improve the Services for Customer, prevent or address service or technical problems, comply with Customer's instructions, and as otherwise required by law. We will not use Customer Data for any other purpose, and in particular, we will not use Customer Data to train any general-purpose AI model.

6.3 Customer responsibilities

Customer represents and warrants that: (a) Customer has all necessary rights, consents, and authority to provide Customer Data to us and to authorize our processing as described in the Agreement; (b) Customer's use of the Services and Customer Data complies with all applicable laws; (c) Customer has provided all necessary notices and obtained all necessary consents from individuals whose personal information is included in Customer Data; and (d) Customer Data does not violate any third-party right, including intellectual property, privacy, and publicity rights.

7. Acceptable Use

Customer shall not, and shall not permit any Authorized User or third party to, use the Services to:

• Violate any law, regulation, or third-party right (including intellectual property, privacy, and publicity rights);
• Send spam, conduct phishing, distribute malware, or engage in deceptive marketing;
• Generate, store, or transmit content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or that exploits minors;
• Attempt to gain unauthorized access to the Services, our systems, or any other party's systems;
• Reverse engineer, decompile, or disassemble the Services, except to the extent expressly permitted by applicable law;
• Use the Services to build a competitive product or service, or to copy any feature, function, or interface;
• Resell, sublicense, lease, or distribute the Services other than as expressly permitted in an Order Form (e.g., authorized white-label/reseller arrangements);
• Use AI features to: generate non-consensual intimate imagery; impersonate a real person without authorization; produce content designed to deceive in connection with elections; provide medical, legal, financial, or similar professional advice that is held out as professionally licensed; produce CBRN (chemical, biological, radiological, nuclear) weapons information; or generate content depicting child sexual abuse material;
• Circumvent or attempt to circumvent any rate limits, technical restrictions, billing controls, or access controls;
• Use the Services in any manner that exceeds reasonable usage volumes, places undue burden on infrastructure, or interferes with other customers' use;
• Use the Services to make automated decisions producing legal or similarly significant effects on individuals without complying with applicable laws (including GDPR Article 22 and similar provisions); or
• Submit personal information categorized as "sensitive" under applicable law (including health, financial account, biometric, or government identifier information) without ensuring that the Services and Customer's configuration are appropriate for such data and without entering into any additional agreements we require.

We may investigate suspected violations and may suspend or terminate accounts found to be in violation. We reserve the right to remove or refuse to process content that violates this Section.

8. White-Label and Reseller Use

Customer may use the Services on behalf of its own customers (each, a "Sub-User") only if (a) Customer's plan or Order Form expressly authorizes such use, (b) Customer enforces terms with each Sub-User no less protective of LoadBear than these Terms, (c) Customer is responsible for all acts and omissions of Sub-Users as if they were Customer's own, (d) Customer designates whether it acts as the "controller" or "processor" with respect to Sub-User personal data, and (e) Customer indemnifies LoadBear for any claims arising from Sub-User use as set forth in Section 17.

9. Intellectual Property

9.1 LoadBear's intellectual property

The Services, the Documentation, the LoadBear name, logos, and all related trademarks, service marks, and trade dress, the Platform's source and object code, designs, workflows, prompts, system instructions, agent templates, training materials, and all related intellectual property rights are and shall remain the exclusive property of LoadBear or its licensors. Subject to the Agreement, we grant Customer a limited, non-exclusive, non-transferable, revocable license during the Subscription Term to access and use the Services and Documentation solely for Customer's internal business purposes (or for authorized white-label use under Section 8).

9.2 Customer's intellectual property

Customer retains all right, title, and interest in and to Customer's brand assets, trademarks, content, and Customer Data.

9.3 Outputs

As between the parties, Customer owns Outputs to the extent permitted by applicable law and our model providers' terms. Customer acknowledges that (a) AI Outputs may be similar to outputs generated for other customers given similar inputs and we make no warranty of uniqueness; (b) AI Outputs may be inaccurate, incomplete, or unsuitable for a particular purpose, and Customer is responsible for reviewing Outputs before relying on them; and (c) Customer's rights in Outputs may be subject to the terms of any underlying model provider.

9.4 Feedback

If Customer provides any suggestions, ideas, or feedback regarding the Services ("Feedback"), Customer grants LoadBear a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use and exploit such Feedback without restriction or compensation.

9.5 Aggregated and de-identified data

We may collect, use, and disclose aggregated, anonymized, and de-identified data derived from the operation of the Services for any lawful purpose, including service improvement, benchmarking, and analytics, provided such data does not identify Customer or any individual.

10. Confidentiality

Each party (the "Receiving Party") shall protect the Confidential Information of the other party (the "Disclosing Party") with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The Receiving Party shall use Confidential Information only as necessary to perform its obligations or exercise its rights under the Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors, and agents who have a need to know and who are bound by written confidentiality obligations no less protective. Confidential Information excludes information that is or becomes publicly known through no fault of the Receiving Party, was rightfully known prior to disclosure, was rightfully obtained from a third party without restriction, or is independently developed without use of the Disclosing Party's Confidential Information. Confidential Information may be disclosed to the extent required by law, provided the Receiving Party gives reasonable advance notice (where legally permitted) and cooperates in any effort to limit such disclosure.

11. Privacy and Data Protection

Our collection and use of personal information in connection with the Services is described in our Privacy Policy. Where we process personal information on Customer's behalf as a service provider or processor, the Data Processing Addendum applies and is incorporated into the Agreement by reference. To the extent of any conflict between the DPA and these Terms with respect to processing of Customer Data, the DPA controls.

12. Service Availability, Support, and Modifications

We will use commercially reasonable efforts to make the Services available 24/7, except for: (a) planned maintenance, for which we will provide reasonable advance notice where practicable; (b) emergency maintenance; and (c) any unavailability caused by force majeure events, Customer's actions or omissions, third-party services, or factors outside our reasonable control. Specific service-level commitments, where offered, are set forth in an Order Form. We provide support during business hours per the support tier in Customer's plan. We may modify, enhance, or discontinue features of the Services from time to time; we will provide reasonable notice of material adverse modifications.

13. Third-Party Services and Integrations

The Services may integrate with third-party services or contain links to third-party content. We do not endorse and are not responsible for any third-party services. Customer's use of third-party services is governed by the terms of those services. We may discontinue any third-party integration at any time.

14. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LOADBEAR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT OUTPUTS WILL BE ACCURATE, RELIABLE, OR FIT FOR A PARTICULAR PURPOSE. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING OUTPUTS AND CONFIGURING AGENTS APPROPRIATELY.

Some jurisdictions do not allow the exclusion of certain warranties; in such jurisdictions, the foregoing disclaimers apply to the maximum extent permitted by law.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO LOADBEAR UNDER THE AGREEMENT IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (ii) ONE HUNDRED U.S. DOLLARS ($100).

The foregoing limitations do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations; (c) either party's breach of confidentiality obligations; (d) Customer's violation of LoadBear's intellectual property rights or Acceptable Use Policy; or (e) liability that cannot be limited under applicable law (such as liability for gross negligence, willful misconduct, fraud, or death or personal injury caused by negligence).

16. Indemnification by LoadBear

LoadBear shall defend Customer against any third-party claim alleging that the Services, as provided by LoadBear and used by Customer in accordance with the Agreement, infringe a third party's U.S. patent, copyright, or trademark, and shall pay any damages and reasonable attorneys' fees finally awarded against Customer (or paid in settlement approved by us) in connection with such claim.

If a Service is or in our reasonable opinion is likely to become the subject of an infringement claim, we may, at our option and expense: (a) procure for Customer the right to continue using the Service; (b) modify the Service to make it non-infringing while preserving substantially equivalent functionality; or (c) terminate the affected portion of the Service and refund any prepaid fees for the unused portion of the Subscription Term.

This Section does not apply to claims arising from: (i) Customer Data; (ii) Outputs; (iii) Customer's combination of the Services with products or services not provided by LoadBear; (iv) modifications to the Services not made by LoadBear; (v) Customer's use of the Services in violation of the Agreement; or (vi) any beta or free service.

This Section states our entire liability and Customer's exclusive remedy for third-party intellectual property infringement claims.

17. Indemnification by Customer

Customer shall defend, indemnify, and hold harmless LoadBear, its affiliates, and their respective officers, directors, employees, and agents against any third-party claim, damages, and reasonable attorneys' fees arising from: (a) Customer Data, including any allegation that Customer Data infringes or misappropriates any third-party right or violates any law; (b) Customer's use of the Services in violation of the Agreement, the Acceptable Use Policy, or applicable law; (c) actions or omissions of Customer's Authorized Users or Sub-Users; or (d) Customer's failure to obtain necessary consents or provide required notices to individuals whose personal information is included in Customer Data.

18. Indemnification Procedures

The party seeking indemnification (the "Indemnified Party") shall: (a) promptly notify the indemnifying party in writing of the claim; (b) provide reasonable cooperation at the indemnifying party's expense; and (c) give the indemnifying party sole control of the defense and settlement, provided that no settlement shall impose any liability or admission on the Indemnified Party without the Indemnified Party's prior written consent (not to be unreasonably withheld). The Indemnified Party may participate in the defense at its own expense.

19. Term, Termination, and Suspension

19.1 Term

The Agreement begins when Customer first accepts these Terms or accesses the Services and continues for the duration of the Subscription Term, unless earlier terminated.

19.2 Termination for convenience

Customer may terminate the Agreement at the end of the then-current monthly billing period by canceling auto-renewal as set forth in Section 4.3.

19.3 Termination for cause

Either party may terminate the Agreement immediately upon written notice if the other party (a) materially breaches the Agreement and fails to cure within 30 days after receiving written notice of the breach (or 10 days for payment-related breaches); (b) ceases doing business or becomes insolvent; or (c) becomes the subject of a bankruptcy or similar proceeding that is not dismissed within 60 days.

19.4 Effects of termination

Upon termination: (a) all rights granted to Customer under the Agreement cease; (b) Customer shall pay all fees accrued through the effective date of termination; (c) we will, upon written request received within 30 days of termination, make Customer Data available for export in a commercially reasonable format; and (d) after such 30-day period, we may delete or anonymize Customer Data, subject to legal retention obligations.

19.5 Suspension

We may suspend access to the Services without prior notice if (a) we reasonably believe Customer's use poses a security risk, may subject us to liability, or violates the Acceptable Use Policy; (b) Customer's payment is overdue; or (c) required by law. We will reinstate access promptly once the cause for suspension is resolved.

19.6 Survival

Sections that by their nature should survive termination shall survive, including Sections 4.4, 6, 9, 10, 14, 15, 16, 17, 19.4, 19.6, 22, 24, 25, and 26.

20. Modifications to the Services

We may modify, enhance, add features to, or remove features from the Services at any time. We will not materially decrease the core functionality of the Services during a Subscription Term without providing reasonable notice. Beta features may be modified or removed at any time without notice.

21. Notices

Notices to LoadBear must be sent to hello@loadbear.co. Notices to Customer may be provided by email to the address associated with Customer's account, by posting in the Services, or by other reasonable means. Notices are deemed given when received (for email, on the date sent, absent a delivery failure notification).

22. Modifications to These Terms

We may modify these Terms from time to time. If we make material changes, we will notify Customer by email, in-product notice, or by posting an updated version on the Services with an updated "Effective" date. Material changes take effect 30 days after notice (or such longer period as may be required by law). Continued use of the Services after the effective date constitutes acceptance. If Customer does not agree to the modifications, Customer's exclusive remedy is to terminate the Agreement before the modifications take effect.

23. Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government actions, labor disputes, internet or telecommunications failures, denial-of-service attacks, or pandemic.

24. Export Controls and Government End Users

The Services are subject to U.S. export control and sanctions laws. Customer represents and warrants that Customer is not located in, under the control of, or a national or resident of any country subject to comprehensive U.S. embargoes, and is not on any U.S. government list of prohibited or restricted parties. Customer shall not export, re-export, or transfer the Services in violation of applicable laws. The Services are "commercial items" as defined at 48 C.F.R. § 2.101 and "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. U.S. government end users acquire the Services with only the rights set forth in these Terms.

25. Dispute Resolution

25.1 Informal resolution

Before initiating any formal proceeding, the parties shall attempt in good faith to resolve any dispute by sending a written notice to hello@loadbear.co describing the dispute and the requested resolution, and engaging in good-faith discussions for at least 30 days.

25.2 Governing law

The Agreement is governed by the laws of the State of Delaware, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

25.3 Binding arbitration; class action waiver

Except for claims for injunctive or equitable relief and claims that may be brought in small claims court, any dispute arising out of or relating to the Agreement or the Services shall be resolved by final and binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, before a single arbitrator. The arbitration shall be conducted in Wilmington, Delaware (or another mutually agreed location, or by videoconference). Judgment on the award may be entered in any court of competent jurisdiction. THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF CLASS PROCEEDING. If this class-action waiver is held unenforceable, then the entire arbitration agreement is void as to that dispute, and the parties may proceed in court subject to the venue and governing law provisions above.

25.4 Time limit

Any cause of action arising out of or related to the Agreement must be commenced within one (1) year after the cause of action accrues, otherwise the cause of action is permanently barred.

25.5 Equitable relief

Each party may seek injunctive or equitable relief in any court of competent jurisdiction without first complying with Section 25.1 or 25.3 to protect its intellectual property, confidential information, or to prevent irreparable harm.

26. General Provisions

• Entire agreement. The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, communications, and understandings.
• Severability. If any provision is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.
• No waiver. Failure to enforce any provision is not a waiver of that or any other provision.
• Assignment. Customer may not assign or transfer the Agreement without our prior written consent, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all of Customer's assets, provided the successor is not a competitor of LoadBear and Customer remains liable for all unpaid fees. We may freely assign the Agreement.
• Independent contractors. The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.
• No third-party beneficiaries. The Agreement does not create any third-party beneficiary rights.
• Headings. Section headings are for convenience only and have no legal effect.
• Counterparts. Order Forms may be executed in counterparts, each of which shall be deemed an original.

27. Contact

If you have any questions about these Terms, please contact us at hello@loadbear.co.