SOFTWARE AS A SERVICE AGREEMENT

This Software as a Service Agreement, together with each Order Form, Statement of Work, Task Order, any applicable Service Level Agreement, Data Processing Addendum, and any policies expressly incorporated herein by reference, constitutes the "Agreement" between Guard Owl Corp., a Delaware corporation, ("Licensor" or "Guard Owl"), and the customer identified in the applicable Order Form ("Subscriber" or "Customer").

1. Acceptance of Agreement

By executing an Order Form that references this Agreement, clicking to accept this Agreement, or accessing or using the Service, Subscriber agrees to be bound by this Agreement. If the individual accepting this Agreement does so on behalf of a company or other legal entity, such individual represents and warrants that such individual has authority to bind such entity to this Agreement.

2. Definitions

For purposes of this Agreement:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
"Authorized User" means Subscriber's employees, personnel, agents, and independent contractors whom Subscriber authorizes to access and use the Service solely for Subscriber's internal business purposes and in accordance with this Agreement and the applicable Order Form.
"Confidential Information" means any non public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential based on the nature of the information and the circumstances of disclosure, including the terms of this Agreement, non public product information, security information, customer data, business plans, pricing, and technical information.
"Documentation" means Licensor's then current usage guides, product descriptions, technical documentation, and policies made available by Licensor to Subscriber relating to the Service.
"Effective Date" means the earlier of the date Subscriber first accesses or uses the Service or the effective date stated in the applicable Order Form.
"Fees" means all subscription fees, implementation fees, professional services fees, usage based fees, overage charges, taxes, and other amounts payable by Subscriber under this Agreement and the applicable Order Form.
"Order Form" means an ordering document, quote, purchase order accepted by Licensor, or similar written or electronic ordering instrument executed by the parties that identifies the Service, subscription tier, permitted scope of use, pricing, billing cadence, term, and any service specific terms. Each Order Form is incorporated into this Agreement by reference.
"Professional Services" means implementation, onboarding, migration, training, configuration, consulting, development, customization, integration, or other professional services described in an Order Form, statement of work, or task order.
"Service" means Licensor's hosted software platform, web application, mobile application, APIs, dashboards, communications tools, reporting tools, AI enabled features, and related services identified in the applicable Order Form, together with updates, bug fixes, patches, and Documentation.
"Subscriber Data" means all data, information, records, files, content, images, audio, video, reports, logs, and other materials submitted to, stored in, transmitted through, or generated through Subscriber's use of the Service, excluding Licensor's usage analytics and de identified aggregated data.
"Term" means the term of this Agreement as set forth in Section 14.
"Usage Metrics" means the pricing and usage variables identified in the applicable Order Form, which may include number of sites, guards, personnel, active users, reports, modules, integrations, storage, transactions, payroll usage, or other measurable units.

3. Provision of Service; License Grant

Subject to Subscriber's compliance with this Agreement and payment of all Fees, Licensor grants Subscriber during the Term a limited, non exclusive, non transferable, non sublicensable right to access and use the Service solely for Subscriber's internal business purposes and solely within the scope set forth in the applicable Order Form.

Subscriber may permit Authorized Users to access and use the Service only on Subscriber's behalf and only in accordance with this Agreement. Subscriber is responsible for all acts and omissions of its Authorized Users and any person who accesses the Service using Subscriber's or its Authorized Users' credentials.

Licensor may modify, update, enhance, or discontinue features of the Service from time to time, provided that Licensor will not materially reduce the core functionality of the subscribed Service during the then current Term except as reasonably required for security, legal compliance, infrastructure changes, or third party dependency changes.

4. Scope of Use; Access Conditions

Subscriber's access rights are limited to the scope purchased in the applicable Order Form. Subscriber shall not exceed any purchased limits or otherwise use the Service beyond the agreed Usage Metrics without Licensor's prior written approval or payment of applicable overage charges.
Subscriber is responsible, at its own expense, for obtaining and maintaining all hardware, software, internet connectivity, mobile devices, telecommunications services, browsers, operating systems, and third party systems necessary to access and use the Service.
Subscriber shall maintain the confidentiality of all usernames, passwords, API keys, tokens, and other credentials. Subscriber shall promptly notify Licensor of any suspected unauthorized access to or use of the Service.
Subscriber shall promptly deactivate access for any Authorized User who is no longer authorized to use the Service.

5. Restrictions

Subscriber shall not, and shall not permit any third party to:

(a) reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive source code, underlying ideas, algorithms, models, or structure from the Service;

(b) copy, reproduce, modify, translate, adapt, create derivative works from, frame, mirror, republish, distribute, sell, resell, lease, sublicense, rent, assign, or otherwise exploit the Service except as expressly permitted by this Agreement;

(d) use the Service for any unlawful, infringing, defamatory, harassing, fraudulent, deceptive, or abusive purpose;

(e) upload, transmit, or distribute viruses, malware, harmful code, or other malicious content;

(f) interfere with or disrupt the integrity, performance, security, or operation of the Service or any third party data contained therein;

(g) attempt to gain unauthorized access to the Service or related systems or networks;

(h) use the Service to store or process highly sensitive regulated information, including protected health information, payment card data, or social security numbers, except to the extent expressly authorized in an applicable Order Form or Data Processing Addendum; or

(i) allow any third party to access the Service except Authorized Users and approved service providers acting solely on Subscriber's behalf and subject to confidentiality obligations at least as protective as those in this Agreement.

6. Subscriber Responsibilities

Subscriber is solely responsible for:

(a) the accuracy, quality, legality, and integrity of Subscriber Data;

(b) obtaining all required consents, notices, and permissions necessary for Licensor to process Subscriber Data and for Subscriber's use of the Service;

(c) compliance with all applicable laws, regulations, employment rules, privacy requirements, surveillance laws, wage and hour laws, and security industry requirements applicable to Subscriber's business and use of the Service;

(d) its staffing, scheduling, dispatching, incident response, payroll, billing, compliance, and operational decisions; and

(e) reviewing outputs, reports, recommendations, AI generated content, and analytics produced by the Service before relying on them in production or compliance sensitive workflows.

Subscriber acknowledges that the Service is a software platform only. Licensor does not provide security guard services, patrol services, emergency response services, alarm monitoring services, or legal, accounting, tax, payroll, or HR advice.

7. Order Forms; Fees; Billing; Payment

The Service, pricing, term, billing cadence, implementation scope, and purchased Usage Metrics shall be set forth in the applicable Order Form. If an Order Form conflicts with this Agreement, the Order Form controls solely with respect to that Order Form.

Unless otherwise stated in the applicable Order Form:

(a) subscription Fees are billed monthly in advance;

(b) implementation and Professional Services Fees are due as stated in the applicable Order Form or, if not stated, upon invoice;

(d) all Fees are non cancelable and non refundable except as expressly provided in this Agreement.

Subscriber authorizes Licensor to charge the payment method on file or issue invoices in accordance with the applicable Order Form.
If Subscriber's use exceeds the purchased scope or Usage Metrics, Licensor may invoice Subscriber for such excess usage at Licensor's then current rates or the rates set forth in the applicable Order Form, prorated as applicable.
Late amounts shall accrue interest at the lesser of one and one half percent (1.5%) per month or the maximum rate permitted by law, plus all reasonable costs of collection.
Subscriber shall pay all sales, use, excise, value added, withholding, and similar taxes, duties, or governmental charges associated with the Service, excluding taxes based on Licensor's net income, property, or employees.
Licensor may modify recurring Fees upon renewal by providing at least thirty (30) days' prior written notice before the next renewal term, unless a different notice period is stated in the applicable Order Form.

8. Usage Measurement; Records; Audit

Where pricing is based on Usage Metrics, Licensor may use its system records, telemetry, usage logs, and administrative records to measure Subscriber's usage for billing and compliance purposes. Licensor's records will control absent manifest error.

Subscriber shall maintain reasonable records sufficient to verify compliance with the purchased scope of use, if applicable. Upon at least ten (10) business days' prior written notice and no more than once in any twelve (12) month period, Licensor may audit Subscriber's relevant records solely to verify compliance with this Agreement. Any audit shall be conducted during normal business hours in a manner designed to minimize disruption. If an audit reveals underpayment or overuse, Subscriber shall promptly pay the deficiency and, if the deficiency exceeds five percent (5%) of the amounts due for the audited period, reimburse Licensor's reasonable audit costs.

9. Professional Services

Licensor may provide Professional Services as described in an Order Form, statement of work, or task order. Unless otherwise expressly agreed in writing, Professional Services are performed on a commercially reasonable efforts basis and do not constitute work made for hire. Subscriber shall timely provide access to personnel, information, systems, and decisions reasonably necessary for Licensor to perform Professional Services. Delays caused by Subscriber may result in schedule changes, additional Fees, or revised assumptions.

Unless otherwise expressly stated in an Order Form or statement of work, all deliverables, custom work product, configurations, workflows, templates, and implementation materials created by Licensor in connection with Professional Services are part of the Service and owned by Licensor, subject to Subscriber's rights to use them during the Term in connection with the subscribed Service.

10. Third Party Services; Integrations; Mobile Applications

The Service may interoperate with, rely upon, or include integrations with third party products, APIs, maps, messaging providers, payroll providers, accounting systems, hardware, app stores, identity providers, cloud infrastructure, cameras, sensors, or communications platforms ("Third Party Services"). Subscriber acknowledges that use of Third Party Services may be subject to separate third party terms and privacy policies, and Licensor is not responsible for Third Party Services or any act or omission of a third party provider.

If Subscriber enables an integration or directs Licensor to exchange data with a Third Party Service, Subscriber authorizes Licensor to access and exchange Subscriber Data with such Third Party Service as necessary to provide the integration. Licensor is not responsible for any disclosure, modification, or deletion of Subscriber Data caused by such Third Party Service.

Mobile applications may be subject to the terms, rules, and availability of the applicable app store or mobile operating system provider. Subscriber is responsible for ensuring that Authorized Users use supported devices and current versions of the mobile application.

11. Beta Features; AI Features

Licensor may make beta, preview, trial, pilot, experimental, or evaluation features available from time to time ("Beta Features"). Beta Features are provided as is, may be discontinued at any time, may be subject to additional terms, and may not be subject to service levels, support commitments, or indemnities.

Certain features of the Service may use artificial intelligence, machine learning, automation, scoring, summarization, classification, or recommendation systems ("AI Features"). Subscriber acknowledges that AI Features may produce inaccurate, incomplete, biased, or unintended outputs and shall not rely on AI Features as the sole basis for legal, payroll, compliance, safety, disciplinary, employment, or emergency response decisions. Subscriber remains solely responsible for reviewing and validating all AI generated outputs before use.

Licensor shall not use Subscriber's Confidential Information or identifiable Subscriber Data to train generalized public foundation models except as expressly authorized in writing by Subscriber.

12. Data Rights; License to Subscriber Data; Aggregated Data

As between the parties, Subscriber owns all right, title, and interest in and to Subscriber Data. Subscriber hereby grants Licensor a worldwide, non exclusive, limited term license to host, copy, transmit, display, modify, process, and otherwise use Subscriber Data solely as necessary to provide, maintain, support, secure, improve, and enforce the Service and this Agreement.

Licensor may collect, generate, and use de identified, aggregated, anonymized, and statistical data derived from use of the Service for lawful business purposes, including product improvement, analytics, benchmarking, and operations, provided that such data does not identify Subscriber, any Authorized User, or any individual.

Subscriber grants Licensor a limited, non exclusive, revocable, royalty free license during the Term to use Subscriber's name and logos solely to provide the Service and, unless Subscriber opts out in writing, to identify Subscriber as a customer in Licensor's customer lists and marketing materials.

13. Privacy; Security; Data Processing

Licensor will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Subscriber Data against unauthorized access, use, alteration, and disclosure.

To the extent Licensor processes personal data on Subscriber's behalf, the parties shall comply with the Data Processing Addendum, if any, incorporated into or attached to the applicable Order Form. If no separate Data Processing Addendum is executed, Licensor shall process personal data in accordance with this Agreement and applicable law.

Subscriber acknowledges and agrees that Licensor may engage subprocessors, hosting providers, communications providers, and other service providers to provide the Service, subject to confidentiality and data protection obligations appropriate to the nature of the processing.

Licensor may disclose Subscriber Data to the extent required by law, subpoena, court order, or governmental request, provided that, to the extent legally permitted, Licensor gives Subscriber reasonable notice and cooperation.

14. Term; Renewal; Termination

This Agreement begins on the Effective Date and continues for the initial term specified in the applicable Order Form ("Initial Term"), unless earlier terminated in accordance with this Agreement. Thereafter, the applicable Order Form shall automatically renew for successive renewal terms specified in the Order Form or, if no renewal term is specified, for periods equal to the Initial Term (each a "Renewal Term"), unless either party provides written notice of non renewal at least thirty (30) days before the end of the then current term.

Either party may terminate this Agreement or an affected Order Form:

(a) for material breach by the other party if such breach remains uncured thirty (30) days after written notice describing the breach in reasonable detail; or

(b) immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days, or ceases doing business in the ordinary course.

Licensor may suspend or terminate access to the Service immediately upon written notice if:

(i) Subscriber fails to pay undisputed Fees within ten (10) days after written notice of non payment;

(ii) Subscriber materially exceeds the purchased scope of use and fails to cure within ten (10) days after notice;

(iii) Licensor reasonably determines Subscriber is using the Service in violation of law or in a manner that poses a security risk, threatens the integrity of the Service, or may harm Licensor, the Service, or other customers; or

(iv) continued provision of the Service would expose Licensor to legal or regulatory risk.

Suspension does not relieve Subscriber of its obligation to pay Fees during the suspension period.

If Subscriber terminates this Agreement or an Order Form other than as expressly permitted under Section 14(a) or 14(b), or if Licensor terminates for Subscriber's uncured material breach, all Fees for the remainder of the then current term of the terminated Order Form shall immediately become due and payable, and Subscriber shall pay such amount as a genuine pre estimate of Licensor's losses and not as a penalty, to the extent permitted by applicable law.

15. Effect of Termination; Data Return

Upon expiration or termination of this Agreement or an applicable Order Form:

(a) all rights granted to Subscriber with respect to the terminated Service cease immediately;

(b) Subscriber shall stop accessing and using the terminated Service;

(c) except as otherwise stated in an applicable Order Form, Licensor will make Subscriber Data available for export or retrieval for thirty (30) days after the effective date of termination, after which Licensor may delete Subscriber Data in the ordinary course, unless legally prohibited; and

(d) Subscriber shall remain liable for all Fees and amounts accrued through the effective date of termination and any Fees accelerated under this Agreement.

Licensor may retain Subscriber Data as required by law, for legitimate archival or backup purposes, or as necessary to enforce this Agreement, subject to continuing confidentiality obligations.

16. Intellectual Property

As between the parties, Licensor and its licensors own all right, title, and interest in and to the Service, Documentation, Professional Services materials, Licensor technology, software, workflows, designs, interfaces, APIs, models, know how, inventions, and all related intellectual property rights. No rights are granted except as expressly set forth in this Agreement.

If Subscriber or any Authorized User provides suggestions, ideas, feedback, enhancement requests, or recommendations regarding the Service, Licensor may use and exploit them without restriction or obligation.

17. Confidentiality

Each party agrees to protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than reasonable care. Except as permitted by this Agreement, the receiving party shall use the disclosing party's Confidential Information solely to perform or exercise its rights under this Agreement and shall not disclose such Confidential Information to any third party except to its employees, Affiliates, contractors, advisors, and service providers who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that the receiving party can demonstrate:

(a) was lawfully known to it without restriction before receipt;

(b) becomes publicly available through no fault of the receiving party;

(d) is independently developed without use of the disclosing party's Confidential Information.

A receiving party may disclose Confidential Information to the extent required by law or legal process, provided that, if legally permitted, it gives prompt notice and reasonable cooperation to the disclosing party.

18. Warranties; Disclaimers

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement.

Licensor warrants that the Service will materially conform to the Documentation under normal authorized use. Subscriber's exclusive remedy and Licensor's sole liability for breach of this warranty shall be for Licensor to use commercially reasonable efforts to correct the nonconformity. If Licensor cannot correct the nonconformity within a reasonable period, Subscriber may terminate the affected Order Form and receive a prorated refund of prepaid unused subscription Fees for the affected Service.

Except as expressly provided in this Agreement, the Service, Documentation, Professional Services, Beta Features, AI Features, and all related materials are provided "as is" and "as available." Licensor disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non infringement, uninterrupted service, error free operation, and any warranties arising from course of dealing or usage of trade.

Licensor does not warrant that the Service will be uninterrupted, error free, completely secure, or that all defects will be corrected. Subscriber acknowledges that no software platform can guarantee prevention of crime, loss, injury, payroll error, compliance violation, or operational failure.

19. Indemnification

19.1 Licensor Indemnity

Licensor shall defend Subscriber against any third party claim alleging that Subscriber's authorized use of the Service infringes or misappropriates such third party's United States patent, copyright, trademark, or trade secret, and Licensor shall indemnify Subscriber against damages, costs, and reasonable attorneys' fees finally awarded against Subscriber or agreed in settlement by Licensor as a result of such claim.

Licensor shall have no obligation under this Section to the extent the claim arises from:

(a) Subscriber Data;

(b) use of the Service in combination with products, services, or data not provided or approved by Licensor;

(d) use of the Service in violation of this Agreement or the Documentation; or

(e) Beta Features.

If the Service becomes, or in Licensor's opinion is likely to become, the subject of such a claim, Licensor may, at its option: procure the right for Subscriber to continue using the Service, modify the Service so it is non infringing, replace the Service with substantially equivalent non infringing functionality, or terminate the affected Service and refund the prorated prepaid unused Fees for the affected portion.

19.2 Subscriber Indemnity

Subscriber shall defend, indemnify, and hold harmless Licensor and its officers, directors, employees, Affiliates, and agents from and against any third party claims, damages, costs, liabilities, and reasonable attorneys' fees arising out of or related to:

(a) Subscriber Data;

(b) Subscriber's or any Authorized User's use of the Service in violation of this Agreement or applicable law;

(c) Subscriber's business operations, staffing, payroll, billing, dispatch, monitoring, employment, or security operations; or

(d) any allegation that Subscriber Data, Subscriber Marks, or materials provided by Subscriber infringe, violate, or misappropriate a third party's rights.

19.3 Indemnification Procedure

The indemnified party shall promptly notify the indemnifying party of any claim, provided that delay shall not relieve the indemnifying party except to the extent prejudiced. The indemnifying party shall control the defense and settlement of the claim, except that it may not settle any claim in a manner that admits fault of or imposes unindemnified obligations on the indemnified party without that party's prior written consent, not to be unreasonably withheld. The indemnified party shall provide reasonable cooperation at the indemnifying party's expense.

20. Limitation of Liability

To the maximum extent permitted by law:

(a) neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenues, goodwill, business interruption, or loss of data, even if advised of the possibility of such damages; and

(b) Licensor's aggregate liability arising out of or related to this Agreement shall not exceed the total Fees paid or payable by Subscriber to Licensor under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim.

The foregoing limitations shall not apply to:

(i) Subscriber's payment obligations;

(ii) a party's fraud, gross negligence, or willful misconduct;

(iii) Subscriber's breach of Sections 5, 16, or 17;

(iv) either party's indemnification obligations under Section 19; or

(v) liability that cannot be limited under applicable law.

21. Security Operations Disclaimer

Subscriber acknowledges and agrees that Licensor provides software only and does not provide or supervise physical security personnel, patrol services, dispatchers, alarm response, law enforcement, or emergency services. Licensor does not assume any duty to protect persons or property. Licensor does not guarantee that use of the Service will prevent incidents, theft, violence, damage, loss, misconduct, or regulatory non compliance. Subscriber remains solely responsible for all operational, staffing, scheduling, payroll, incident response, and security management decisions.

22. Publicity

Unless otherwise stated in an applicable Order Form, Licensor may identify Subscriber as a customer and use Subscriber's name and logo in customer lists, pitch materials, and marketing materials. Subscriber may opt out upon written notice.

23. Service Levels and Support

If an applicable Service Level Agreement or support policy is referenced in an Order Form, such document is incorporated by reference solely for the subscribed Service. Subscriber acknowledges that service levels do not apply to Beta Features, scheduled maintenance, force majeure events, Third Party Services, subscriber caused issues, unsupported configurations, or suspension under this Agreement.

24. Compliance; Export; Sanctions

Each party shall comply with all applicable laws in connection with its performance under this Agreement. Subscriber shall not access or use the Service in violation of export control, sanctions, anti corruption, privacy, employment, or surveillance laws. Subscriber represents that it is not located in, organized in, or ordinarily resident in any jurisdiction subject to comprehensive sanctions and is not listed on any applicable government denied party or restricted party list.

25. Arbitration; Governing Law; Venue

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service shall be resolved by binding arbitration administered by the American Arbitration Association in Los Angeles County, California under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive or equitable relief in any court of competent jurisdiction to protect its Confidential Information, intellectual property, or data security rights.

Each party waives any right to a jury trial and agrees that disputes shall be brought only on an individual basis and not as a class, collective, representative, or private attorney general action.

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

26. Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including internet outages, telecommunications failures, cloud provider outages, labor disputes, governmental actions, war, terrorism, riots, civil unrest, natural disasters, epidemics, pandemics, cyberattacks, denial of service attacks, or failures of third party suppliers, except that Subscriber's payment obligations are not excused.

27. Miscellaneous

All notices under this Agreement shall be in writing and sent to the addresses stated in the applicable Order Form, or to such other address as either party may designate by notice. Notices are deemed given upon confirmed delivery.
Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by this Agreement.
The parties are independent contractors. Nothing in this Agreement creates a partnership, franchise, joint venture, fiduciary, agency, or employment relationship.
If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.
Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision.
This Agreement, together with all incorporated documents and applicable Order Forms, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous discussions, proposals, and agreements regarding its subject matter. Any additional or conflicting terms in a purchase order or similar document issued by Subscriber are rejected and shall have no force unless expressly accepted in writing by Licensor.
This Agreement may be executed electronically and in counterparts, each of which is deemed an original and together constitute one instrument.

Contact

📧 Email: support@guardowlco.com
🌐 Website: guardowlco.com