Master Service Agreement

OptimizeIt Platform

Operated by LoadIt AI Inc, a Delaware corporation

Document version: 2026-10-30-guarantee-r8 · optimizeit.ai

Covers the OptimizeIt platform and all OptimizeIt sub-products (Moving CRM, Hauling CRM, Storage PMS, Sites, Insurance routing) and all 50+ industry packs. Incorporates the Software Terms of Service, Billing & Subscription Agreement, AI/Voice Agent Disclosures, Acceptable Use Policy, and Data Processing Addendum.

Part I: Software Terms of Service

1. AGREEMENT TO TERMS

These terms (this "Agreement") govern your access to and use of the OptimizeIt platform operated by LoadIt AI Inc ("we," "us," or "LoadIt"), including the Moving CRM, Hauling CRM, Storage PMS, Sites, Insurance routing, all industry packs, and any related mobile apps, voice agents, APIs, edge functions, and integrations (collectively, the "Platform"). By creating an account, clicking to accept, or using the Platform, you ("Client") agree to this Agreement, the Privacy Policy at optimizeit.ai/privacy, the Data Processing Addendum ("DPA") at optimizeit.ai/dpa, the Acceptable Use Policy ("AUP") at optimizeit.ai/aup, and any Order Form. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity. If you do not agree, do not use the Platform.

Order of precedence: (a) the applicable Order Form, (b) this Agreement, (c) the DPA, (d) the AUP, (e) the Privacy Policy. A more specific term controls over a more general term.

2. DEFINITIONS

"Affiliate" means an entity controlling, controlled by, or under common control with a party. "AI Tool" means any artificial intelligence, machine learning, or similar feature in the Platform, including the AI Voice Agent, photo-to-quote, content generation, and predictive features. "AI Output" means any content, recommendation, score, response, or document generated by an AI Tool. "Authorized User" means a Client employee, contractor, or agent granted Platform access by Client. "Beta Service" means any service or feature labeled or otherwise designated as beta, alpha, experimental, pilot, limited release, in development, preview, non-production, evaluation, or labs. "Client Data" means all data Client, Authorized Users, or End Customers upload, input, or generate within the Platform. "Confidential Information" has the meaning in Section 14. "End Customer" means any third party Client serves using the Platform. "Industry Pack" means a trade-specific bundle of templates, prompts, pricing rules, and workflows. Activating a pack does not make LoadIt a participant in that trade. "Order Form" means the LoadIt-approved purchase document or in-app subscription confirmation. "Subscription Term" means the period during which Client is entitled to use the Platform under an Order Form.

3. PLATFORM LICENSE

Subject to Client's ongoing compliance with this Agreement and payment of all fees, LoadIt grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Platform for Client's internal business operations, by no more than the number of Authorized Users for which Client has paid. No rights are granted by implication, estoppel, or otherwise. The license terminates immediately on expiration, termination, suspension for cause, or non-payment.

4. ACCOUNTS, SECURITY, AND ACCOUNT OWNER

Account Owner. Each Client account has an Account Owner (the billing contact unless reassigned in-app). The Account Owner may cancel the account, delete data, appoint or remove administrators, and authorize ownership transfer. On any disputed ownership claim, LoadIt may require government-issued ID, business license, the last four digits of the payment card on file, or other verification, and may in its sole discretion determine the rightful Account Owner or suspend the account until resolution.

Authorized Users. Client is responsible for all actions and omissions of its Authorized Users and for ensuring their compliance with this Agreement. Client must keep credentials secure and notify LoadIt promptly of any suspected unauthorized access.

5. ACCEPTABLE USE

Client will not, and will not permit any Authorized User or third party to: (a) reverse engineer, decompile, disassemble, or attempt to derive source code from the Platform, except to the extent these restrictions are prohibited by applicable law; (b) copy, modify, frame, scrape, rent, lease, loan, sell, distribute, sublicense, or create derivative works of the Platform or any AI Tool, prompt, or industry pack; (c) use the Platform to build, train, or support any competing product, service, or model; (d) interfere with, disrupt, or impose unreasonable load on the Platform, its servers, or other tenants, or circumvent any usage limit, rate limit, security control, geographic restriction, or IP block; (e) use the Platform for any unlawful, deceptive, fraudulent, or harassing purpose, or in violation of any applicable law including TCPA (47 U.S.C. § 227), CAN-SPAM, A2P 10DLC requirements, BIPA, CCPA/CPRA, FMCSA regulations, or state consumer protection laws; (f) send communications to recipients who have not provided required consent, or fail to honor opt-out and unsubscribe requests; (g) impersonate any person or entity, forge headers, or misrepresent affiliation; (h) harvest other users' contact information, scrape Platform data, or use bots, crawlers, or similar extraction methods; (i) open multiple accounts to circumvent restrictions; or (j) use the Platform to make decisions about employment, credit, insurance, housing, healthcare, or other matters that require human review under applicable law, without the required human review.

LoadIt may update the AUP from time to time on notice. Material AUP changes follow the Section 22 notice procedure.

6. CLIENT IS THE SERVICE PROVIDER, NOT LOADIT

The Platform is software only. Client is the sole service provider to its End Customers in every trade and jurisdiction. LoadIt is not, and the Platform does not make LoadIt: a moving carrier, household-goods carrier, hauler, waste transporter, storage facility, contractor, licensed tradesperson, insurance producer or broker, sales agent, collections agent, marketplace, referral service, employer or joint employer of Client's workers, or a party to any agreement between Client and an End Customer. Selecting any Industry Pack does not change this.

7. REGULATORY COMPLIANCE (ALL TRADES)

Client is solely responsible for complying with all federal, state, local, and foreign laws applicable to its trade and the jurisdictions in which it operates, including without limitation: FMCSA 49 CFR Part 375 and DOT/MC authority for interstate transport; state household-goods regulators (including without limitation CA CPUC, FL DACS, TX TDMV, IL ICC, NY DOT, MA DPU, CO PUC, WA UTC); state contractor and home-improvement licensing; environmental, waste, and hazardous-materials regulations; trade licensure (HVAC, plumbing, electrical, roofing, pest control); insurance and bonding requirements; wage-and-hour, worker classification (including California AB5), and payroll-tax laws; TCPA, CAN-SPAM, FCC AI-calling rules, A2P 10DLC, and state telemarketing laws; FTC advertising and endorsement guidelines; PCI DSS for any payment card data Client collects; CCPA/CPRA, BIPA, CUBI, and other state and federal privacy laws; ADA accessibility; sales, use, and service taxes on Client's services to End Customers; and any applicable export-control or sanctions laws. LoadIt provides reference templates and workflow defaults only and does not act as Client's licensed, legal, accounting, insurance, or regulatory advisor.

8. INSURANCE

Client shall maintain at its expense throughout the Subscription Term, with insurers rated A- or better by A.M. Best: (a) Commercial General Liability of at least $1,000,000 per occurrence and $2,000,000 aggregate; (b) Professional Liability (Errors and Omissions) of at least $1,000,000 per claim; (c) Cyber Liability of at least $1,000,000 per claim; (d) Workers' Compensation as required by law; (e) Commercial Auto of at least $1,000,000 combined single limit where Client operates vehicles; and (f) any bonds or surety required by Client's trade or jurisdiction. Client shall provide certificates of insurance on LoadIt's reasonable request, not more than annually. Certificate of Insurance requests to LoadIt should be sent to legal@optimizeit.ai; any LoadIt-issued certificate evidences LoadIt's software-vendor coverage only.

9. DOCUMENT GENERATION AND AI FEATURES

9.1 Generated documents. The Platform may generate estimates, quotes, contracts, bills of lading, invoices, receipts, work orders, marketing copy, communications, and similar documents. These are operator tools, not legal advice. Client shall independently verify the accuracy, completeness, and legal compliance of every generated document before use, transmission to any End Customer, filing with any regulator, or other reliance. LoadIt does not warrant that any generated document complies with any specific law, regulation, contract, or use case.

9.2 AI Tools generally. AI Tools produce recommendations and predictions, not facts. AI Outputs may be inaccurate, incomplete, biased, hallucinated (i.e., factually false but plausibly stated), or otherwise unsuitable for Client's purpose. Client is solely responsible for human review and independent verification of every AI Output before reliance, transmission, publication, or use in any customer-facing decision. AI Tools do not provide legal, medical, accounting, tax, insurance, regulatory, employment, financial, or safety advice, and Client must not use AI Outputs in place of advice from a qualified professional. Client must not use AI Tools to bypass filters, expose training data, extract personal information, override safety or privacy controls, or generate content that violates this Agreement or applicable law.

9.3 Third-party AI models. The Platform incorporates AI models provided by third parties. These are subprocessors. LoadIt may add, change, or remove model providers at any time, with notice for material changes that affect Platform behavior. LoadIt is not liable for third-party model outages, deprecations, output changes, pricing changes, or modifications to model behavior. Client's exclusive remedy for a material adverse change to an AI Tool caused by a third-party model is to discontinue the affected feature; this does not give Client a right to refund except as expressly stated in this Agreement.

9.4 AI Voice Agent. The Platform may include an AI Voice Agent that places or receives calls on Client's behalf. Use is at Client's sole risk and conditioned on: (a) prior express written consent for any outbound marketing or sales call as required by TCPA §227(b) and FCC rules (including FCC declaratory rulings governing AI-generated voices), with consent records retained for at least four years; (b) every call including the AI identity disclosure and recording disclosure required by applicable federal and state law; (c) a clear and immediate path to a human agent or call termination on request; (d) no enrollment of voiceprints or other biometric identifiers without explicit, jurisdiction-compliant written consent (including BIPA, CUBI, and successor or comparable statutes); (e) Client's representation and warranty that it owns or has all rights to any voice it clones, synthesizes, or uses with the AI Voice Agent (including under the Tennessee ELVIS Act, the proposed federal NO FAKES Act, or state-law rights of publicity); and (f) Client maintaining records of consent, disclosure, and opt-out for at least four years. LoadIt makes no representation that any specific AI Voice Agent configuration is compliant with applicable law in any specific jurisdiction; compliance is Client's responsibility.

9.5 AI CREDITS, USAGE ALLOWANCES, AND METERED BILLING

9.5.1 What credits are. "Credits" are a prepaid unit of measure LoadIt uses to meter Client's consumption of AI Tools and related metered features (including AI quotes, the AI Co-Pilot, Opti, the AI Voice Agent, and other usage-priced tools). Credits are a billing and accounting mechanism only. Credits have no cash value, cannot be redeemed for cash, are non-transferable between accounts, and (except as expressly required by law) are non-refundable once consumed. Reference pricing is approximately $0.0133 per credit; actual value realized depends on the feature metered.

9.5.2 Plan credit grants and expiry. Each billing cycle, Client's plan grants a fixed number of credits: Starter 300, Core 1,500, Plus 3,000, Pro 6,000, and new trials 3,750. Monthly plan-grant credits expire at the start of the next billing cycle and do not roll over or accumulate. Credits purchased separately as a pack (each $20 = 150 credits, $75 = 750 credits, $150 = 2,250 credits, $350 = 6,000 credits) do not expire and are drawn down only after the current cycle's plan-grant credits are exhausted.

9.5.3 Metering. AI Tools are metered by actual work performed (for example, per request, per minute, per message, or per character processed), subject to a per-request cap disclosed in-product. LoadIt may update the published per-action credit rate card from time to time; LoadIt will give at least thirty (30) days' advance notice of any rate change that increases the credit cost of a given action, except for the one-time October 2026 rescale described in Section 9.5.6, which by design does not change the real cost or value of any action.

9.5.4 Usage allowances and overage. Separately from AI credits, each plan includes a monthly allowance of call minutes, text messages, and AI-agent minutes: Starter 200 call minutes / 500 texts / 30 AI-agent minutes; Core 500 / 1,500 / 60; Plus 1,000 / 3,000 / 120; Pro 2,000 / 6,000 / 300; trial 100 / 250 / 15. These allowances reset each billing cycle and do not roll over. Usage beyond the included allowance, or additional AI credits, may be purchased as add-on packs (call minutes: 500 minutes for $12; texts: 1,000 for $18; AI-agent minutes: 60 for $15) or, where enabled, drawn automatically as described in Section 9.5.5.

9.5.5 Auto top-up authorization. Unless the Account Owner affirmatively pauses automatic top-up in Billing settings, LoadIt is authorized to automatically purchase an additional usage pack and charge the payment method on file whenever a paid plan's credits, call minutes, texts, or AI-agent minutes reach 100% of the included allowance, so that service is not interrupted mid-cycle. The Account Owner may pause or resume auto top-up at any time; pausing may result in metered features being unavailable once an allowance is exhausted for the remainder of the cycle. Auto top-up purchases are billed at the then-current published pack rate and are non-refundable once the underlying usage has been consumed, consistent with Section 25.3.

9.5.6 October 2026 credit rescale. Effective October 6, 2026, LoadIt restated all credit-denominated amounts (plan grants, trial grants, pack sizes, and per-action credit costs) at three times (3×) their prior numeric value. This was a unit rescale only: dollar prices, plan features, and the real value of credits held or consumed did not change. Any credit balance a Client held immediately before the rescale was multiplied by three so that no Client lost value as a result of the change.

9.5.7 No refunds for consumed usage. Credits, call minutes, texts, and AI-agent minutes that have been consumed are not refundable. This section does not limit any refund expressly required by Section 22 (Modifications) or by applicable law.

9.6 UNLIMITED USERS; NO PER-SEAT FEES

LoadIt does not sell or charge for individual user seats. The Starter plan supports one user (the Account Owner). Core, Plus, and Pro plans include an unlimited number of Authorized Users at no additional per-user charge. Client remains responsible under Section 4 for all Authorized Users' actions regardless of how many are added.

10. NO GUARANTEE OF RESULTS

LoadIt does not guarantee revenue, conversions, lead volume, lead quality, cost savings, ranking, citation, customer retention, time savings, estimate accuracy, AI Output accuracy or fitness for purpose, compliance with any law or regulation, or any other business or operational outcome.

11. THIRD-PARTY SERVICES AND SUBPROCESSORS

The Platform integrates with third-party services Client elects to enable. Those services are between Client and the third party, on the third party's terms. LoadIt also uses subprocessors (including third-party AI model providers) to operate the Platform; the list is maintained in the DPA and may be updated on 30 days' notice. LoadIt is not liable for third-party availability, accuracy, performance, security, or independent acts.

12. DATA OWNERSHIP, PRIVACY, AND USE

Client owns Client Data. Client grants LoadIt and its subprocessors a limited, worldwide, non-exclusive license to use Client Data solely to: (a) provide, operate, secure, and improve the Platform; (b) generate aggregated and de-identified data and benchmarks (as those terms are defined under CCPA/CPRA); (c) comply with applicable law and legal process; and (d) enforce this Agreement. LoadIt will not use Client Data to contact End Customers except as Client directs. LoadIt will not use identifiable Client Data to train shared AI models offered to other customers without Client's prior consent. The DPA governs Personal Data processing, cross-border transfers, and security.

LoadIt implements an information security program based on industry-recognized standards and commercially reasonable safeguards. Client is responsible for maintaining its own backups of any critical records. LoadIt's liability for any data loss or corruption is subject to the Limitation of Liability in Section 15.

13. INTELLECTUAL PROPERTY

As between the parties, all Platform technology, software, AI models (subject to third-party rights), prompts, templates, industry packs, documentation, and content (other than Client Data) are and remain LoadIt's exclusive property. All rights not expressly granted are reserved. AI Outputs generated for Client are treated as Client Data, subject to the licenses in Section 12. Any feedback, suggestions, or ideas Client provides about the Platform may be used by LoadIt without obligation; Client grants LoadIt a perpetual, irrevocable, royalty-free, worldwide license to use feedback for any purpose without compensation or attribution.

14. CONFIDENTIALITY

14.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient"), whether oral, written, or electronic, that is marked confidential, identified as confidential at the time of disclosure, or that a reasonable person would consider confidential under the circumstances. It includes pricing, product roadmaps, prompts, model parameters, source code, business plans, customer and prospect lists, security practices, and the terms of this Agreement. Client Data is Client's Confidential Information regardless of designation.

14.2 Exclusions. Information that (a) is or becomes publicly known through no fault of Recipient; (b) was rightfully known to Recipient without confidentiality obligation before disclosure; (c) is received from a third party not under a confidentiality obligation; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

14.3 Use and protection. Recipient will (a) use Confidential Information only to perform under this Agreement; (b) protect it with at least the same care it uses for its own confidential information of like importance, and in no event less than reasonable care; and (c) limit access to employees, contractors, and advisors who have a need to know and are bound by written or professional confidentiality obligations at least as protective as those in this Section.

14.4 Compelled disclosure. If Recipient is required by law or court order to disclose Confidential Information, it will, to the extent legally permitted, give prompt notice to Discloser and reasonably cooperate with Discloser's efforts to seek a protective order or limit the disclosure.

14.5 Return or destruction. On termination or on Discloser's written request, Recipient will return or destroy Confidential Information in its possession, except for (a) one archival copy retained for legal-compliance purposes, (b) information in routine backup media that is not readily accessible and is destroyed in the ordinary course, and (c) aggregated and de-identified data permitted under Section 12.

14.6 Survival. Confidentiality obligations survive for five years after termination, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

14.7 Equitable relief. Money damages may be inadequate for breach. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction without posting bond or proving actual damages, in addition to any other remedies.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

15.1 Cap. Each party's total aggregate liability arising out of or relating to this Agreement is limited to the amount of fees Client paid to LoadIt under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

15.2 Excluded damages. Neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, business opportunity, or anticipated savings, even if advised of the possibility of such damages, and regardless of the theory of liability.

15.3 Exclusions from the cap. The cap in Section 15.1 does not apply to: (a) Client's indemnification obligations in Section 16; (b) Client's payment obligations; (c) Client's breach of the license restrictions in Sections 3 or 5; (d) either party's breach of Confidentiality in Section 14; (e) either party's willful misconduct or gross negligence; or (f) liability that cannot be limited by law.

15.4 Basis of the bargain. Client acknowledges that these limitations are an essential basis of the bargain and that LoadIt would not have entered into this Agreement without them. The limitations apply even if any limited remedy fails of its essential purpose.

16. INDEMNIFICATION

16.1 By Client. Client will defend, indemnify, and hold harmless LoadIt and its officers, directors, employees, contractors, and agents from and against any third-party claim, loss, damage, fine, penalty, or expense (including reasonable attorneys' fees) arising from or related to: (a) Client's use of the Platform; (b) Client's services to End Customers in any trade; (c) Client's regulatory, licensing, or compliance violations (including without limitation FMCSA, DOT, state household-goods, contractor, environmental, professional-licensing, wage-and-hour, AB5, TCPA, CAN-SPAM, A2P 10DLC, BIPA, CUBI, ELVIS Act, and consumer-protection laws); (d) Client Data and any content, document, or communication Client sends, causes to be sent, or generates using the Platform; (e) Client's breach of this Agreement; or (f) Client's gross negligence or willful misconduct. Client's indemnification obligation is not subject to the cap in Section 15.1.

16.2 By LoadIt. LoadIt will defend Client against any third-party claim alleging that Client's authorized use of the Platform (excluding any AI Output, Beta Service, Client Data, or third-party service) infringes a U.S. patent, copyright, or trademark, and will indemnify Client for amounts finally awarded by a court or paid in settlement, subject to Section 15.1. This obligation does not apply to claims arising from: (a) Client's modification of the Platform; (b) combination of the Platform with anything not provided by LoadIt; (c) Client Data or content provided by Client; (d) AI Outputs; (e) Beta Services; (f) Client's failure to use the most recent version of the Platform when made available; or (g) use of the Platform outside the scope of this Agreement. If a claim is made or appears likely, LoadIt may, at its option: (i) procure a license for Client to continue using the Platform; (ii) modify the Platform to be non-infringing; or (iii) terminate the affected portion of the Platform and refund a pro-rated portion of prepaid unused fees. This Section states LoadIt's sole liability for IP infringement claims.

16.3 Procedure. The indemnified party will: (a) give prompt written notice of the claim; (b) allow the indemnifying party sole control of the defense and settlement (except no settlement imposing non-monetary obligations on the indemnified party without consent); and (c) provide reasonable cooperation at the indemnifying party's expense. Failure to give prompt notice relieves the indemnifying party only to the extent it is materially prejudiced.

17. DISCLAIMER OF WARRANTIES

THE PLATFORM, AI TOOLS, AI OUTPUTS, BETA SERVICES, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. LOADIT DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, UNINTERRUPTED OPERATION, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CLIENT'S USE OF THE PLATFORM IS AT CLIENT'S SOLE RISK.

18. BETA SERVICES

LoadIt may make Beta Services available from time to time. Beta Services are provided "as is" without any warranty, indemnity, support, or service-level commitment, and Sections 15 and 17 apply with full force. LoadIt may modify, suspend, or discontinue any Beta Service at any time without notice or liability. Beta Service performance, configuration, and observations are LoadIt's Confidential Information. Current Beta Services include, without limitation, the AI Voice Agent (voice-to-quote, inbound answering, outbound calling), the operator-to-operator Marketplace, and any Industry Pack labeled Beta in-product (including Pack Forge generated packs outside the built-in 50). Client's use of any Beta Service is voluntary and conditioned on Client's acceptance of any additional Beta-specific terms LoadIt may post.

19. AVAILABILITY AND SUSPENSION

19.1 Availability target. LoadIt targets monthly Platform availability of 99.5%, excluding scheduled maintenance, force majeure, third-party outages, Client misuse, and Client's network. The availability target is a target, not a binding commitment, and Client's sole remedy for any availability shortfall is to terminate the affected portion of the Platform under Section 21.

19.2 Suspension. LoadIt may suspend access immediately without prior notice if: (a) Client's use poses a security, legal, or operational risk to LoadIt, other customers, or third parties; (b) Client violates Section 5 (Acceptable Use), Section 6 (Service Provider), or Section 7 (Regulatory Compliance); (c) any required payment is more than ten (10) days past due; or (d) law, regulation, or legal process requires it. LoadIt will give notice when reasonable and will restore access when the cause is cured.

20. AUDIT RIGHTS

On thirty (30) days' written notice, during the Subscription Term and for two (2) years after, LoadIt may audit (or have an independent auditor audit) Client's compliance with seat caps, usage tier representations, and any usage-based pricing. Audits will be at LoadIt's expense unless the audit shows underpayment in excess of 5%, in which case Client will pay LoadIt's audit costs plus the underpayment. Audits will be conducted during business hours on reasonable notice and will not unreasonably interfere with Client's operations.

21. TERM, TERMINATION, AND EFFECT

21.1 Term. This Agreement is effective on acceptance and continues for the Subscription Term in each Order Form, renewing automatically per Section 25 unless terminated as provided here.

21.2 Termination for cause. Either party may terminate this Agreement on written notice if the other party materially breaches and fails to cure within thirty (30) days of notice. LoadIt may terminate immediately on written notice for: (a) Client's breach of Section 5, 6, 7, or 14; (b) non-payment more than 14 days past due; (c) Client's insolvency, assignment for the benefit of creditors, or bankruptcy filing; or (d) any other event for which immediate suspension is available under Section 19.2 that remains uncured for 10 days.

21.3 Termination by Client. For month-to-month subscriptions, Client may cancel in-app effective at the end of the then-current billing cycle, or by emailing support@optimizeit.ai or calling the published support number (consistent with California Business & Professions Code §17602 and equivalent state auto-renewal laws). For annual or multi-year subscriptions, Client may not terminate for convenience during the Subscription Term; Client may terminate at the end of the Subscription Term by canceling at least thirty (30) days before renewal.

21.3.1 Annual terms billed in monthly instalments (acceleration). Where an Order Form elects an annual Subscription Term paid in monthly instalments, the instalment schedule is a payment convenience only and does not create a month-to-month subscription or a right to terminate for convenience. If Client cancels, requests removal of the subscription, materially breaches this Agreement, or fails to pay any instalment when due before the Subscription Term ends, all unpaid instalments for the remainder of that Term become immediately due and payable in a single accelerated charge (the "Early Termination Amount"), and Client authorizes LoadIt to charge the payment method on file for that amount. The Early Termination Amount equals the committed monthly rate multiplied by the number of unpaid months remaining in the Term. The parties agree this is a reasonable measure of the discount already extended to Client and of LoadIt's reliance on the full Term, and is not a penalty. Except under the 60-Day Satisfaction Guarantee in Section 25.3.1 (which also releases Client from any Early Termination Amount), amounts already paid for an annual Term (whether up front or in instalments) are non-refundable.

21.4 Effect of termination. On termination or expiration: (a) Client's license terminates and Client must stop using the Platform; (b) except under the 60-Day Satisfaction Guarantee in Section 25.3.1, any fees through the end of the then-current paid term remain due and are non-refundable; (c) Client may export Client Data for sixty (60) days after termination using available in-product tools, after which LoadIt may delete Client Data in the ordinary course (subject to backup retention and legal hold); and (d) the following Sections survive: 2, 6, 7, 9.1, 9.2, 10, 11, 12, 13, 14, 15, 16, 17, 19.2, 21.4, 22 through 28, and any other provision that by its nature should survive.

22. MODIFICATIONS TO THIS AGREEMENT

LoadIt may update this Agreement from time to time. For material changes (changes affecting fees, scope of license, AI rights, data rights, liability, indemnification, dispute resolution, or any provision that adversely affects Client in a material respect), LoadIt will give at least thirty (30) days' advance notice by email and in-app. Client may terminate this Agreement by written notice within thirty (30) days of the change notice and receive a pro-rated refund of prepaid unused fees; continued use after the effective date constitutes acceptance. Non-material changes (clarifications, structural reorganization, or changes that do not adversely affect Client in a material respect) take effect on posting.

23. FORCE MAJEURE

Except for payment obligations, neither party is liable for any delay or failure caused by events beyond its reasonable control, including: acts of God; war, terrorism, or civil unrest; government action, embargo, or sanction; pandemic, epidemic, or public health emergency; natural disaster; fire, flood, or earthquake; internet, telecommunications, or utility failure beyond the party's reasonable control; third-party service or model-provider outages; cyber incidents not caused by the affected party's failure to maintain commercially reasonable security; supply-chain disruption; or labor disruption not within the affected party's own workforce. The affected party will give notice within ten (10) days of becoming aware and will use reasonable efforts to mitigate. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Order Form on written notice.

24. DISPUTE RESOLUTION; ARBITRATION; CLASS AND JURY WAIVERS

READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

24.1 Informal resolution. Before initiating arbitration, the claimant will give written notice describing the dispute and the relief sought to legal@optimizeit.ai (or to Client at the email on file). The parties will attempt to resolve the dispute informally for thirty (30) days.

24.2 Arbitration. Any dispute not resolved informally will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules. The seat of arbitration is Alameda County, California. The arbitrator may award the same remedies a court could. Judgment may be entered on the award in any court of competent jurisdiction.

24.3 Class action waiver. Claims must be brought in an individual capacity only. Class actions, class arbitrations, mass arbitrations using coordinated filings, and representative or private-attorney-general proceedings are waived to the fullest extent permitted by law.

24.4 Jury trial waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL FOR ANY DISPUTE NOT SUBJECT TO ARBITRATION.

24.5 Court carveouts. Either party may bring an action in court (without arbitrating first) for: (a) injunctive or other equitable relief to protect intellectual property, Confidential Information, or restrictive covenants; (b) small-claims actions in the claimant's individual capacity. The exclusive venue for any non-arbitrated matter is the state and federal courts located in Alameda County, California.

25. BILLING AND SUBSCRIPTIONS

25.1 Subscriptions. Subscriptions are (a) month-to-month, (b) annual paid in full up front, or (c) annual paid in twelve (12) monthly instalments, as elected in the Order Form, and renew automatically at the then-current price unless canceled per Section 21.3. Options (b) and (c) carry a binding twelve-month Subscription Term in exchange for discounted pricing; instalments under option (c) are a payment convenience only and are governed by Section 21.3.1 (acceleration). Election of an annual Term requires Client's signature on an Annual Commitment Order Form, which is an Order Form for purposes of Section 1.

25.2 Trials. Trials require a valid payment method and a $0 verification hold. The trial converts to a paid subscription unless Client cancels before the trial ends.

25.3 Fees, taxes, no refund. Fees are due in advance and are non-refundable except as expressly stated (including the 60-Day Satisfaction Guarantee in Section 25.3.1). Fees exclude taxes; Client pays all applicable sales, use, VAT, and similar taxes (other than taxes on LoadIt's income). Overages are billed at published rates.

25.3.1 60-Day Satisfaction Guarantee. If Client is not satisfied, the Account Owner may request a full refund of the subscription fees paid by contacting support@optimizeit.ai or the published support number within sixty (60) days after Client's first paid subscription charge. The guarantee applies to every plan and billing cadence, including month-to-month, annual paid in monthly instalments, and annual paid in full up front. On a valid request, LoadIt refunds the subscription fees paid, cancels the subscription, and releases Client from any remaining annual commitment, including any Early Termination Amount under Section 21.3.1. The guarantee applies once per business; covers subscription fees only; and does not cover consumed usage (credits, call minutes, texts, AI-agent minutes, usage packs or automatic top-ups, consistent with Section 9.5.7) or third-party pass-through fees such as phone-number, carrier-registration and payment-processing fees.

25.4 Failed payments. LoadIt may retry charges, suspend access, and apply late fees of the lesser of 1.5% per month or the maximum allowed by law. Client will pay reasonable collection costs and attorneys' fees on unpaid balances.

25.5 Disputes. Client must notify LoadIt of any fee dispute in writing within sixty (60) days of the charge or waive the dispute.

25.6 Price changes. For month-to-month subscriptions, LoadIt may change prices on thirty (30) days' notice. For annual subscriptions, the price is fixed for the Subscription Term and renewal prices may change with thirty (30) days' notice before renewal.

26. MARKETING USE

LoadIt may include Client's name and logo on customer lists and on LoadIt's website unless Client opts out by email to legal@optimizeit.ai. For case studies, press releases, paid advertising, or any other public quoted or attributed use, LoadIt will obtain Client's prior written consent. LoadIt will follow Client's published brand guidelines when provided.

27. EXPORT, SANCTIONS, AND ASSIGNMENT

Client represents that it is not located in, organized under the laws of, or controlled by a person on any U.S. or other applicable sanctions list, and will comply with all export and trade-control laws. Client may not assign this Agreement without LoadIt's prior written consent. LoadIt may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of assets without consent. Any unauthorized assignment is void.

28. GENERAL

This Agreement is governed by the laws of the State of Delaware without regard to conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Notices to LoadIt must be sent to legal@optimizeit.ai and, for legal notices (breach, termination, indemnification), also by recognized overnight courier to LoadIt's then-current registered office. Notices to Client may be given by email to the address on file or in-app. Headings are for convenience only. If any provision is held unenforceable, the remainder remains in effect and the unenforceable provision will be modified to be enforceable to the extent possible. No failure or delay in enforcing a right is a waiver. There are no third-party beneficiaries. This Agreement, with the Order Form, DPA, AUP, and Privacy Policy, is the entire agreement and supersedes all prior agreements on the subject. Electronic acceptance is binding under E-SIGN (15 U.S.C. §§ 7001 et seq.) and UETA. The parties are independent contractors; nothing creates a partnership, joint venture, agency, or employment relationship. Client will not solicit LoadIt employees or contractors for employment for twelve (12) months after termination, excluding general public advertising.

Acceptance

This Agreement is accepted by Client's electronic acceptance through the Platform signup flow or, where used, by execution below. Each electronic acceptance creates a binding agreement under E-SIGN and UETA.