GUARD OWL SOFTWARE AS A SERVICE TERMS
Last Updated: September 30, 2026
These Software as a Service Terms (the "Terms") are a binding agreement between Guard Owl Corp., a Delaware corporation ("Guard Owl," "we," "us," or "our"), and the business or other legal entity that creates an account, purchases a subscription, or accesses or uses the Service ("Customer," "you," or "your"). The "Service" means Guard Owl's hosted software platform, web and mobile applications, APIs, dashboards, communications, reporting, automation, and related features and documentation. By clicking to accept these Terms, creating an account, purchasing a subscription, or accessing or using the Service, you accept these Terms and represent that you have authority to bind Customer. The Service is offered only for business use. If you do not agree, do not access or use the Service.
1. Acceptance and Authorized Users
Customer may permit its employees, personnel, agents, and independent contractors to use the Service solely for Customer's internal business purposes (each, an "Authorized User"). Customer shall ensure that every Authorized User complies with these Terms and is bound by obligations at least as protective of Guard Owl as those applicable to Customer. Customer is responsible for every act and omission of its Authorized Users and anyone using Customer credentials as if each act or omission were Customer's own.
(a) Authority. Each person accepting these Terms or administering an account represents that the person is authorized to act for Customer.
(b) Credentials. Customer shall keep all passwords, API keys, tokens, and credentials confidential, use commercially reasonable safeguards against unauthorized access, promptly deactivate former users, and immediately notify Guard Owl of suspected compromise or misuse.
2. Service License
Subject to timely payment and compliance with these Terms, Guard Owl grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right during the paid subscription term to access and use the Service solely for Customer's internal business purposes and within the plan, features, sites, users, storage, transactions, and other limits purchased by Customer. Guard Owl may revoke, suspend, or terminate this right only as expressly permitted under these Terms.
(a) Changes. Guard Owl may periodically update, enhance, modify, replace, or otherwise improve the Service, including its features, functionality, user interface, integrations, workflows, and technical components. Guard Owl may also modify or discontinue features that are immaterial, duplicative, obsolete, replaced by substantially equivalent functionality, or reasonably necessary to address security, legal, regulatory, technical, or third-party requirements. Notwithstanding the foregoing, during Customer's committed subscription term, Guard Owl will not intentionally remove, discontinue, or materially reduce any material feature or core functionality of the Service that (i) was included in Customer's purchased Service at the commencement of the applicable subscription term and (ii) is expressly identified as material in a written or electronic order form, subscription confirmation, statement of work, proposal, or other record issued or expressly accepted by an authorized representative of Guard Owl and expressly incorporated into these Terms (a "Material Feature"), unless Guard Owl provides substantially equivalent replacement functionality. If Customer believes that a Material Feature has been removed, discontinued, or materially impaired, Customer must promptly provide Guard Owl with both written notice and verbal notice describing the affected Material Feature, the nature of the alleged impairment, and the impact on Customer's use of the Service.
(b) Customer Systems. Customer is solely responsible, at its expense, for all devices, connectivity, telecommunications, software, browsers, operating systems, and third-party systems needed to use the Service.
3. Fees, Billing, Renewal, and Acceleration
Customer shall pay all subscription, usage, overage, implementation, support, and other fees shown when Customer subscribes or displayed in Customer's account (collectively, "Fees"). Fees are billed in advance on the monthly or annual billing cycle selected by Customer. Billing frequency does not shorten a separately identified committed subscription term, and installment billing is a payment accommodation only. Customer authorizes Guard Owl and its payment processors to charge the payment method on file for all Fees when due.
(a) Renewal. Upon expiration of the then-current subscription term, the subscription will automatically renew for an additional term identical in length to the expiring term unless Customer cancels at least thirty (30) days before renewal. The Fees for each renewal term will automatically increase by five percent (5%) over the Fees applicable during the immediately preceding term, unless Guard Owl provides notice of a different renewal price under Section 3(f). Customer is responsible for timely cancellation and all Fees for a renewal that begins before an effective cancellation.
(b) No Refunds. Except where these Terms expressly state otherwise or applicable law requires otherwise, all Fees are non-cancelable, non-creditable, and non-refundable. Customer may not offset, withhold, or deduct amounts owed.
(c) Usage and Overages. Guard Owl may measure usage through its systems, telemetry, logs, and administrative records, which control absent manifest error. Usage beyond purchased limits may be billed automatically at the applicable rate then displayed by Guard Owl. For monthly Fees based on active and inactive guards, status is determined at month-end. An "Active User" means a guard who uses the Service on ten (10) or more work days in that calendar month; all other guards are "Inactive Users" and are not included when calculating usage. Purchased limits do not include users, devices, sites, businesses, assets, or services added through a merger, acquisition, reorganization, consolidation, or similar transaction. Any such additions will be billed automatically at Guard Owl's then-current rates from the date added and will not give Customer a termination or refund right. Customer shall maintain records reasonably sufficient to verify compliance, and Guard Owl may audit those records on reasonable notice. If an audit identifies an underpayment exceeding three percent (3%), Customer shall pay the deficiency and Guard Owl's reasonable audit costs.
(d) Late Amounts. Overdue amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate, plus reasonable collection costs and attorneys' fees.
(e) Taxes. Fees exclude sales, use, excise, value-added, withholding, and similar taxes, duties, and governmental charges. Customer shall pay all such amounts other than taxes based on Guard Owl's net income, property, or employees.
(f) Price Changes. Guard Owl may change recurring Fees effective at the next renewal by giving at least thirty (30) days' notice. Guard Owl may also adjust Fees during a current term, upon notice, to reflect increased or changed usage, newly acquired operations, Customer-requested scope changes, new or increased taxes or governmental charges, or material increases in third-party provider or infrastructure costs attributable to the Service.
(g) Early Termination; Acceleration and Agreed Damages. Customer acknowledges that any committed subscription term constitutes a binding commitment for the entire applicable term, regardless of whether Fees are invoiced monthly, annually, or on another installment basis. Guard Owl establishes pricing, allocates personnel and infrastructure, incurs customer acquisition, implementation, onboarding, support, technology, and administrative costs, and makes other business and resource commitments in reasonable reliance upon Customer's agreement to maintain the Service for the full committed term. If, during a committed subscription term, Customer cancels, terminates, repudiates, abandons, or ceases paying for the Service other than pursuant to an express termination right under these Terms arising from Guard Owl's uncured material breach, or if Guard Owl terminates the Service as a result of Customer's uncured material breach, then:
(i) all accrued and unpaid Fees and other amounts through the effective date of termination will become immediately due and payable; and
(ii) Customer will owe Guard Owl an early termination charge equal to the recurring subscription Fees that Customer committed to pay for the remainder of the then-current committed term, less any direct costs that Guard Owl reasonably determines it will avoid solely as a result of the early termination (the "Early Termination Charge").
(iii) The parties acknowledge and agree that, at the time the applicable subscription commitment is entered into, Guard Owl's damages resulting from premature termination are difficult to determine with precision because they may include lost subscription revenue and margin, unrecovered acquisition and implementation costs, committed personnel and infrastructure resources, administrative expenses, and other losses resulting from Customer's failure to complete the committed term. The parties therefore agree that the Early Termination Charge represents a reasonable good-faith estimate of the damages Guard Owl is expected to sustain from such premature termination and is intended as compensation and not as a penalty.
(iv) Guard Owl will not recover both the Early Termination Charge and duplicative actual damages for the same loss. If any portion of the Early Termination Charge is determined to be unenforceable, such determination will not affect Customer's obligation to pay accrued Fees or Guard Owl's right to recover any actual damages or other remedies available under these Terms or applicable law.
(h) Professional Services. If Customer purchases onboarding, implementation, configuration, training, integration, customization, or other professional services ("Professional Services"), the applicable Fees are payable in advance unless Guard Owl states otherwise in writing. Unless expressly identified as fixed-fee, Professional Services are performed on a time-and-materials basis, estimates are not caps, and Customer shall reimburse reasonable expenses. Work and deliverables are deemed accepted unless Customer gives Guard Owl a reasonably detailed written rejection identifying a material failure to conform to the agreed description within five (5) business days after delivery. Guard Owl's sole obligation for a valid rejection is to use commercially reasonable efforts to correct the identified nonconformity. Except for Customer Data and third-party materials, Guard Owl owns all work product, tools, templates, software, know-how, methods, improvements, and other materials created or used in providing Professional Services. During an active paid subscription, Customer may use delivered work product solely with the Service for its internal business purposes. Guard Owl may provide similar services to others. Professional Services are subject to all disclaimers, indemnities, and liability limitations in these Terms.
4. Customer Responsibilities and Restrictions
Customer is solely responsible for its use of the Service, the accuracy and legality of Customer Data, all decisions made using the Service, and compliance with all laws applicable to Customer's business, personnel, surveillance, communications, employment, payroll, privacy, and security operations.
(a) Prohibited Conduct. Customer shall not, and shall not permit anyone to:
(i) reverse engineer, decompile, disassemble, decrypt, or attempt to derive source code, algorithms, models, or underlying ideas from the Service;
(ii) copy, modify, translate, create derivative works from, frame, mirror, republish, sell, resell, lease, rent, sublicense, distribute, or commercially exploit the Service;
(iii) use the Service to build, train, improve, benchmark, or assist a competing product or service;
(iv) remove proprietary notices or circumvent access, security, or usage controls;
(v) scrape, harvest, or collect data about other customers or users;
(vi) introduce malware or harmful code;
(vii) interfere with the Service or attempt unauthorized access; or
(viii) publish performance, penetration, or security test results without Guard Owl's prior written consent.
(b) Unlawful and Sensitive Uses. Customer shall not use the Service for unlawful, infringing, fraudulent, defamatory, harassing, deceptive, abusive, discriminatory, or unsafe purposes. Customer shall not store or process protected health information, payment-card data, social security numbers, biometric identifiers, or other highly sensitive regulated data unless Guard Owl expressly authorizes that use in writing.
(c) Human Review. Customer shall independently review all reports, alerts, recommendations, scores, summaries, and automated or AI-generated outputs before relying on them. Customer shall not use any output as the sole basis for employment, disciplinary, payroll, legal, compliance, safety, security, or emergency decisions.
5. Customer Data, Privacy, and Security
"Customer Data" means data, records, files, content, images, audio, video, reports, logs, and other materials submitted to, stored in, transmitted through, or generated through Customer's use of the Service, excluding Guard Owl's usage analytics and de-identified or aggregated data. As between the parties, Customer owns Customer Data.
(a) License to Customer Data. Customer grants Guard Owl and its service providers a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, modify, process, and otherwise use Customer Data as necessary to provide, maintain, support, secure, improve, and enforce the Service and these Terms.
(b) Customer Assurances. Customer represents and warrants that it has all rights, notices, permissions, and consents required for Guard Owl to process Customer Data and for Customer's use of the Service. Customer is responsible for responding to individuals and regulators concerning Customer Data.
(c) Aggregated Data. Guard Owl may collect, generate, use, disclose, and commercialize de-identified, aggregated, anonymized, and statistical data derived from the Service for lawful purposes, including analytics, benchmarking, security, operations, and product improvement, provided the data does not identify Customer, an Authorized User, or an individual.
(d) Security. Guard Owl will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. No system is completely secure, and Guard Owl does not guarantee that unauthorized access, loss, or compromise will never occur.
(e) Service Providers and Legal Process. Guard Owl may use subprocessors, hosting providers, communications providers, and other service providers and may disclose Customer Data when required by law, subpoena, court order, or governmental request. Where legally permitted, Guard Owl will provide reasonable notice of compelled disclosure.
(f) Customer Identification. Unless Customer opts out by written notice, Customer grants Guard Owl a revocable, non-exclusive, royalty-free license to use Customer's name and logo to identify Customer as a Guard Owl customer in customer lists, presentations, and marketing materials.
6. Intellectual Property and Feedback
Guard Owl and its licensors own all right, title, and interest in the Service, documentation, software, workflows, designs, interfaces, APIs, models, technology, improvements, and related intellectual property. No rights are granted except the limited access right expressly stated in these Terms.
(a) Feedback. If Customer or an Authorized User provides suggestions, ideas, enhancement requests, or other feedback, Customer hereby irrevocably assigns to Guard Owl all right, title, and interest in and to that feedback, including all intellectual-property rights. To the extent any right cannot be assigned, Customer grants Guard Owl a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free license to use, reproduce, modify, disclose, commercialize, and exploit the feedback for any purpose without restriction, attribution, payment, or other obligation. Customer shall execute documents reasonably requested to confirm Guard Owl's rights.
7. Third Party, Beta, and AI Features
The Service may interoperate with or depend on third-party products, APIs, maps, messaging, payroll, accounting, identity, cloud, app-store, camera, sensor, or communications services. Those services are governed by their providers' terms. Guard Owl does not control and is not responsible for their availability, security, acts, omissions, or handling of Customer Data. Enabling an integration authorizes Guard Owl to exchange Customer Data with that provider as necessary for the integration.
(a) Beta Features. Beta, preview, trial, pilot, experimental, and evaluation features are provided as is, may be changed or discontinued at any time, and are not subject to service levels, support commitments, warranties, or indemnities.
(b) AI Features. AI, machine-learning, automation, scoring, classification, recommendation, and summarization features may produce inaccurate, incomplete, biased, or unintended results. Customer assumes all risk of reviewing and using those results. Guard Owl will not use identifiable Customer Data or Customer Confidential Information to train generalized public foundation models unless Customer expressly authorizes that use in writing.
8. Confidentiality
Each party may receive non-public information that is marked confidential or reasonably should be understood to be confidential ("Confidential Information"). The receiving party shall use the disclosing party's Confidential Information only to perform or exercise rights under these Terms, protect it using at least reasonable care, and disclose it only to personnel, affiliates, contractors, and advisers who need to know and are bound by protective confidentiality duties. The receiving party remains responsible for every use or disclosure of Confidential Information by any person or entity to whom the receiving party provides access.
(a) Exclusions. Confidential Information excludes information the receiving party can document was lawfully known without restriction, becomes public without breach, is lawfully received from a third party without restriction, or is independently developed without use of the Confidential Information.
(b) Required Disclosure. A receiving party may disclose Confidential Information when legally required if, to the extent permitted, it provides prompt notice and reasonable assistance so the disclosing party may seek protection.
(c) Return and Protection. Upon termination or written request, the receiving party shall return or destroy Confidential Information, except for legally required or routine backup copies that remain protected. These duties survive termination; duties concerning trade secrets continue for as long as the information remains a trade secret.
(d) Equitable Relief. Unauthorized use or disclosure may cause irreparable harm for which money damages are inadequate. The disclosing party may seek immediate injunctive or equitable relief without posting bond, in addition to other remedies.
(e) Unauthorized Access or Disclosure. Each party shall immediately notify the other party in writing upon discovering any actual or reasonably suspected unauthorized loss, access, acquisition, use, or disclosure of the other party's Confidential Information and shall reasonably cooperate, at the responsible party's expense, in investigating, mitigating, and remediating the incident.
9. Suspension, Termination, and Data
Customer may cancel future renewal as described in Section 3 but has no right to terminate a current committed term for convenience or receive a refund. Except as expressly provided in Sections 2(a) and 9(a), either party may terminate for the other party's material breach if the breach remains uncured for thirty (30) days after the breaching party receives written notice.
(a) Immediate Guard Owl Rights. Guard Owl may suspend or terminate access immediately, without liability, if Customer fails to pay any undisputed amount when due; violates Section 4; commits fraud or misuse; creates a security, legal, regulatory, or operational risk; threatens the Service or another customer; becomes insolvent or ceases ordinary operations; or if continued service could expose Guard Owl or others to harm. Guard Owl may exercise these rights with or without prior notice to the maximum extent permitted by law.
(b) Effect. Upon expiration or termination, Customer's access rights cease immediately, Customer shall stop using the Service, and all accrued and accelerated amounts remain due. Suspension does not excuse payment.
(c) Data Retrieval and Deletion. For thirty (30) days following termination or expiration of the applicable Service, Guard Owl will use Commercially Reasonable Efforts to make Customer Data available for retrieval through Guard Owl's then-available export tools or other retrieval methods ordinarily supported by Guard Owl. Following such thirty (30)-day period, Guard Owl may delete Customer Data in the ordinary course of business. Guard Owl may retain Customer Data to the extent required by applicable law, reasonably necessary for legitimate backup, archival, security, dispute-resolution, or recordkeeping purposes, or necessary to enforce these Terms, in each case subject to any continuing confidentiality obligations applicable to such data.
(i) Commercially Reasonable Efforts. For purposes of this Section 9, "Commercially Reasonable Efforts" means good-faith, diligent, and commercially appropriate efforts undertaken in a manner consistent with Guard Owl's ordinary business practices, during Guard Owl's normal business days and business hours, and taking into consideration the nature, urgency, complexity, and circumstances of the applicable request. Commercially Reasonable Efforts require Guard Owl to act without unreasonable or undue delay, but do not require immediate performance, continuous or after-hours availability, the diversion of resources in a manner that would materially interfere with Guard Owl's ordinary business operations, or measures that are commercially disproportionate to the nature of the request.
(d) Assistance. If Customer requires assistance from Guard Owl in connection with the retrieval of Customer Data under this Section, Customer must make a good-faith effort to contact Guard Owl through Guard Owl's designated communication or support channels, including reasonable written and verbal notice sufficient to identify the request and permit Guard Owl to respond. Following receipt of such notice, Guard Owl will use Commercially Reasonable Efforts to acknowledge and respond to Customer within a reasonable period during its normal business operations and will maintain commercially appropriate communication with Customer regarding the request until the matter is reasonably addressed. The parties acknowledge that the time reasonably required to complete any particular request may vary depending upon its nature, complexity, technical requirements, Customer's cooperation, third-party dependencies, and other circumstances outside Guard Owl's reasonable control. A delay will not, standing alone, constitute a breach of these Terms so long as Guard Owl is acting in good faith, using Commercially Reasonable Efforts, and has not unreasonably or unduly delayed its response or performance.
(e) Survival. Sections concerning payment, data rights, intellectual property, confidentiality, disclaimers, indemnification, liability, dispute resolution, and provisions that by their nature should survive will survive expiration or termination.
10. Warranties and Disclaimers
Each party represents that it has authority to enter into these Terms. EXCEPT FOR THAT EXPRESS REPRESENTATION, THE SERVICE, DOCUMENTATION, THIRD-PARTY SERVICES, BETA FEATURES, AI FEATURES, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUARD OWL DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
(a) No Guarantee. GUARD OWL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR SUITABLE FOR CUSTOMER'S PARTICULAR LEGAL OR OPERATIONAL REQUIREMENTS; THAT ALL DEFECTS WILL BE CORRECTED; OR THAT USE OF THE SERVICE WILL PREVENT CRIME, LOSS, INJURY, PAYROLL ERROR, COMPLIANCE FAILURE, OR OPERATIONAL FAILURE.
11. Indemnification
Customer shall defend, indemnify, and hold harmless Guard Owl and its affiliates, licensors, officers, directors, employees, and agents from all third-party claims, damages, losses, liabilities, penalties, costs, and reasonable attorneys' fees arising from or relating to Customer Data; Customer's or an Authorized User's use of the Service; breach of these Terms; violation of law; Customer's employment, payroll, billing, monitoring, dispatch, safety, or security operations; or allegations that materials supplied by Customer infringe or violate third-party rights.
(a) Guard Owl IP Indemnity. Guard Owl will defend Customer against a third-party claim alleging that Customer's authorized use of the Service directly infringes a United States patent, copyright, trademark, or trade secret and will pay damages and reasonable attorneys' fees finally awarded against Customer or agreed in a settlement controlled by Guard Owl.
(b) Exclusions. Guard Owl has no obligation for claims arising from Customer Data; third-party services; combinations not supplied or approved by Guard Owl; modifications not made by Guard Owl; continued use after notice of a claim or availability of a workaround; use outside the documentation; violation of these Terms; or Beta Features.
(c) Exclusive Remedies. If an infringement claim is made or likely, Guard Owl may procure continued use rights, modify or replace the affected Service, or terminate the affected feature and refund prepaid unused subscription Fees attributable to it. These are Guard Owl's entire obligations and Customer's exclusive remedies for intellectual-property claims.
(d) Procedure. The indemnified party shall promptly notify the indemnifying party and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party controls the defense and settlement, but may not admit fault by or impose unindemnified obligations on the indemnified party without prior written consent.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUARD OWL AND ITS AFFILIATES, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, SAVINGS, BUSINESS, GOODWILL, OR DATA; BUSINESS INTERRUPTION; SUBSTITUTE SERVICES; OR COSTS OF COVER, EVEN IF ADVISED OF THE POSSIBILITY AND REGARDLESS OF THE THEORY OF LIABILITY OR FAILURE OF AN ESSENTIAL PURPOSE.
(a) Liability Cap. EXCEPT FOR GUARD OWL'S IP INDEMNITY, GUARD OWL'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. GUARD OWL'S TOTAL AGGREGATE LIABILITY FOR ITS IP INDEMNITY WILL NOT EXCEED THREE TIMES THAT AMOUNT. RELATED CLAIMS AND EVENTS WILL BE TREATED AS A SINGLE CLAIM, AND THESE CAPS APPLY IN THE AGGREGATE, NOT PER CLAIM, EVENT, THEORY, OR REMEDY.
(b) Customer Obligations. THE EXCLUSIONS AND CAPS ABOVE DO NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS; CUSTOMER'S BREACH OF SECTIONS 4, 6, OR 8; CUSTOMER'S INDEMNIFICATION OBLIGATIONS; CUSTOMER'S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED.
13. Security Operations Disclaimer
Guard Owl provides software, related technology, and Professional Services. Guard Owl is not a security guard company, alarm-monitoring company, law-enforcement agency, emergency-services provider, or provider of physical security personnel. Guard Owl does not employ, supervise, direct, dispatch, or control security guards, patrol personnel, law-enforcement personnel, emergency responders, or Customer's physical security operations and assumes no duty to protect any person or property. Neither the Service nor any Professional Services, including installation, configuration, implementation, or integration services, transfers to Guard Owl responsibility for Customer's physical security operations or is a substitute for professional judgment, required supervision, or contacting emergency services.
(a) Customer Control. Customer is solely responsible for staffing, scheduling, supervision, dispatch, incident response, payroll, compliance, safety, and all security-management decisions.
(b) No Responsibility for Incidents. Guard Owl does not guarantee any guard's or vendor's presence, performance, conduct, or effectiveness and is not liable for claims arising from security personnel, vendors, criminal acts, safety incidents, physical security breaches, Customer decisions, or Customer's reliance on the Service.
14. Arbitration, Class Waiver, and Governing Law
Any dispute, claim, or controversy arising from or relating to these Terms, the Service, or the parties' relationship, including the validity, scope, or enforceability of this Section, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat and venue will be Los Angeles County, California. Judgment on the award may be entered in any court with jurisdiction.
(a) Individual Proceedings. Disputes may be brought only on an individual basis, not as a class, collective, consolidated, representative, or private attorney general action. The arbitrator may not consolidate claims of different persons or entities. If this waiver is unenforceable as to a claim, that claim shall be severed and heard by a court, while the remaining claims proceed in arbitration.
(b) Jury Waiver. EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL.
(c) Equitable Relief. Either party may seek temporary or permanent injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property, Confidential Information, or data-security rights. Customer agrees that any actual or threatened breach of Sections 2, 4, or 6, or any unauthorized access to or misuse of the Service, would cause Guard Owl irreparable harm for which monetary damages are inadequate. Guard Owl may seek immediate injunctive or equitable relief for such conduct without posting bond, in addition to any other remedies.
(d) Law and Court Venue. These Terms are governed by California law without regard to conflicts principles. Any permitted court proceeding shall be brought exclusively in the state or federal courts located in Los Angeles County, California, and each party consents to that jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
(e) Fees and Costs. To the maximum extent permitted by law, the prevailing party in any arbitration or permitted court proceeding arising from or relating to these Terms is entitled to recover its reasonable attorneys' fees, expert fees, and costs, in addition to any other relief awarded.
(f) Survival. This Section survives expiration or termination.
15. Miscellaneous
Guard Owl may provide notices by email, through the Service, or by posting on its website. Notices to Guard Owl must be sent through Guard Owl's designated legal or support contact channel and are effective upon confirmed receipt.
(a) Changes to Terms. Guard Owl may update these Terms by posting a revised version. Material changes take effect thirty (30) days after notice or at the next subscription renewal, whichever is later, unless an earlier date is required for security or legal compliance. Continued use after the effective date constitutes acceptance. Customer's sole remedy if it rejects a change is to stop use and cancel future renewal; Fees for the current committed term remain due.
(b) Assignment. Customer may not assign, delegate, transfer, or sublicense these Terms or any account rights without Guard Owl's prior written consent. Guard Owl may assign these Terms without consent to an affiliate or in connection with a merger, reorganization, financing, acquisition, or sale of assets or business. Any prohibited assignment is void.
(c) Force Majeure. Guard Owl is not liable for delay, interruption, or failure caused by events beyond its reasonable control, including internet, telecommunications, cloud, utility, labor, supplier, cyberattack, governmental, war, terrorism, civil unrest, natural-disaster, epidemic, or pandemic events. Customer's payment obligations are not excused.
(d) Export and Sanctions. Customer shall comply with applicable export-control, sanctions, anti-corruption, privacy, employment, and surveillance laws and shall not permit access from prohibited jurisdictions or by restricted parties.
(e) Independent Parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, fiduciary, agency, franchise, or employment relationship, and no third party is a beneficiary.
(f) No Waiver and Severability. A failure to enforce a provision is not a waiver. Remedies are cumulative. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder will remain effective.
(g) Entire Agreement. These Terms, including any written or electronic record expressly incorporated into them, constitute the entire agreement concerning the Service and supersede prior or contemporaneous discussions and representations concerning that subject. Any Customer-proposed additional or conflicting term is rejected unless Guard Owl expressly accepts it in a writing signed by an authorized representative.
(h) Headings and Electronic Acceptance. Headings are for convenience only. Electronic acceptance and electronic records are binding and have the same effect as signatures on paper.
Contact
š§ Email: support@guardowlco.com
š Website: guardowlco.com