Terms and Conditions

These Terms and Conditions ("Terms") are a binding agreement between you and GuardSphere, a company incorporated in the State of Delaware ("GuardSphere," "we," "us"), governing your access to and use of the GuardSphere website, the GuardSphere security operations platform, the Mobile Guard App, the Client Portal, AI Intelligence features and all related services (the "Services").

By accessing the website, joining the waitlist, submitting a form or application, creating an account or using the Services, you agree to these Terms and our Privacy Policy. If you accept on behalf of a company, you represent that you have authority to bind that company, and "you" refers to that company (the "Customer"). If you do not agree, do not use the Services.

A signed order form or master subscription agreement between GuardSphere and a Customer will control over these Terms where they conflict.

GuardSphere is a software platform for private security companies. Modules may include:

• Scheduling & Time Tracking, including GPS-verified clock-in and clock-out
• Incident Reporting with photos, media and AI-generated summaries
• Post Orders & Site Instructions
• Messaging & Alerts, including broadcast and panic/escalation alerts
• Client Portal for Customers' clients
• Payroll & Labor Analytics
• Mobile Guard App for patrols, check-ins and reports
• AI Intelligence for incident prioritization, coverage forecasting and operational recommendations

The Services are currently in pre-launch. Features, modules, plans (Starter, Pro, Enterprise) and pricing are marked "Coming Soon" or "Contact Us" and may change, be delayed or be discontinued. Joining the waitlist or requesting a demo does not create a subscription or guarantee availability.

GuardSphere is a business management tool. It is NOT a substitute for 911, police, fire, medical or other emergency services, and it is not a monitored alarm or central station service. Panic alerts, messages and notifications depend on devices, networks, GPS, power and third-party carriers and may be delayed or fail. Always contact emergency services directly in an emergency.

GuardSphere does not provide security guard services, does not employ, supervise or dispatch guards, and is not responsible for the performance of any security officer, patrol or response. Customers are solely responsible for their security operations and for decisions made using the Services.

You must be at least 18 years old and able to form a binding contract. Customers are responsible for all activity under their accounts, including the accounts of their administrators, supervisors, guards and clients ("Authorized Users"); for keeping credentials confidential; and for promptly notifying us of unauthorized access at info@guardsphere.net.

As a Customer you agree to:

• Hold and maintain all licenses, registrations and insurance required to operate a security business in each state and locality where you operate
• Comply with all laws applicable to your workforce, including wage-and-hour, overtime, meal and rest break, recordkeeping and anti-discrimination laws
• Give employees any notice and obtain any consent required for GPS location tracking, electronic monitoring, photos, audio or biometrics
• Verify payroll, overtime and labor calculations before paying employees or filing taxes; GuardSphere is not a payroll processor, tax advisor or employer of record
• Ensure post orders, site instructions and reports are accurate and appropriate for each site
• Have the right to upload all data you and your Authorized Users submit, and comply with your own clients' contracts

You will not, and will not permit anyone to:

• Use the Services for unlawful surveillance, stalking, harassment or to track anyone without lawful authority and required consent
• Upload unlawful, infringing, defamatory or malicious content, or information you are not permitted to share
• Submit false incident reports, falsify time records or misrepresent patrol activity
• Probe, scan, test or bypass security, or interfere with the Services
• Reverse engineer, copy, resell or create competing products from the Services, except as permitted by law
• Use automated means to scrape the Services, or use outputs to train competing AI models
• Upload protected health information or payment card data except as expressly permitted in writing

AI features generate summaries, severity ratings, predictions and recommendations based on available data. AI output may be incomplete, inaccurate or outdated and is provided to support, not replace, human judgment. You are responsible for reviewing AI output before relying on it, and you must not use AI output as the sole basis for decisions with legal or similarly significant effects on individuals, such as hiring, discipline or termination.

Customers retain all rights in the data they and their Authorized Users submit ("Customer Data"). You grant GuardSphere a limited license to host, process and display Customer Data to provide, secure and improve the Services. We may use de-identified and aggregated data to operate and improve the Services. Our handling of personal information is described in the Privacy Policy. Upon termination, Customers may request export of Customer Data within 30 days, after which we may delete it in accordance with our retention practices.

GuardSphere and its licensors own all rights in the Services, software, website content, designs, logos and the GuardSphere name and marks. Subject to these Terms, we grant Customers a limited, non-exclusive, non-transferable right to use the Services during the subscription term for internal business purposes. If you send feedback or suggestions, we may use them without obligation to you.

When paid plans launch, fees, billing periods and terms will be stated in an order form or at checkout. Unless otherwise stated, subscriptions renew automatically for the same term unless cancelled before renewal, fees are non-refundable except as required by law, and fees exclude taxes, which Customers are responsible for. We may suspend Services for accounts more than 15 days past due after notice. We will give at least 30 days' notice of price changes, effective at the next renewal.

Information submitted through waitlist, demo, contact, sales representative or authorized dealer forms must be accurate. Submitting a career or dealer application does not create an employment, agency, franchise or dealer relationship. Any such relationship will exist only under a separate written agreement signed by GuardSphere. GuardSphere is an equal opportunity employer.

The Services may connect to third-party maps, messaging carriers, app stores, payroll or accounting systems and other services. Your use of them is governed by their own terms, and GuardSphere is not responsible for third-party services.

We aim to keep the Services available but do not guarantee uninterrupted operation. Maintenance, outages, network or device issues can occur. Mobile features require a compatible device, data connection and location permissions. We may modify the Services, and features labeled beta, preview or early access are provided as-is and may be changed or removed.

EXCEPT AS EXPRESSLY STATED IN A SIGNED AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, GUARDSPHERE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL PREVENT LOSS, THEFT, INJURY OR CRIME, OR THAT ALERTS, LOCATION DATA, REPORTS, PAYROLL CALCULATIONS OR AI OUTPUT WILL BE ACCURATE, TIMELY OR ERROR-FREE.

TO THE FULLEST EXTENT PERMITTED BY LAW, GUARDSPHERE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, OR FOR PERSONAL INJURY, PROPERTY DAMAGE, THEFT OR LOSS ARISING FROM SECURITY INCIDENTS, GUARD CONDUCT OR FAILED OR DELAYED ALERTS, EVEN IF ADVISED OF THE POSSIBILITY. GUARDSPHERE'S TOTAL LIABILITY WILL NOT EXCEED THE GREATER OF THE FEES YOU PAID IN THE 12 MONTHS BEFORE THE CLAIM OR US $100.

Some states do not allow certain exclusions or limitations, so some of the above may not apply to you. Nothing in these Terms limits liability that cannot be limited under applicable law.

Customers will defend, indemnify and hold harmless GuardSphere and its officers, employees and agents from claims, damages and expenses (including reasonable attorneys' fees) arising from Customer Data, the Customer's security operations, the conduct of its guards and Authorized Users, violation of employment, licensing or monitoring laws, or breach of these Terms.

You may stop using the Services at any time. We may suspend or terminate access if you breach these Terms, create security or legal risk, or fail to pay, with notice where reasonable. Sections that by their nature should survive (including data, intellectual property, disclaimers, limitation of liability, indemnification and disputes) survive termination.

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Before filing a claim, each party agrees to try to resolve the dispute informally for 30 days by written notice (for GuardSphere, to info@guardsphere.net). Any unresolved dispute will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, except that either party may bring an individual claim in small claims court or seek injunctive relief for misuse of intellectual property. CLASS ACTIONS AND CLASS ARBITRATIONS ARE WAIVED to the extent permitted by law.

These Terms, the Privacy Policy and any order form are the entire agreement on this subject. If any provision is unenforceable, the rest remain in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in a merger, acquisition or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control. The parties are independent contractors. Use of the Services is subject to U.S. export control and sanctions laws.

We may update these Terms. We will post the updated Terms with a new "Last updated" date and, for material changes, notify Customers by email or in the Services at least 30 days in advance. Continued use after the effective date means you accept the updated Terms.

Questions about these Terms can be sent to GuardSphere at info@guardsphere.net.