Terms of Service

1. Definitions

2. Account Registration

2.1 Account Creation

To use the Services, you must create an account by providing accurate, complete, and current information. You agree to update your account information promptly if it changes. You must provide a valid business email address and may not use disposable email addresses.

2.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must:

• Use strong, unique passwords for your account
• Enable multi-factor authentication (MFA) as required
• Immediately notify GuardX of any unauthorized access
• Not share account credentials with unauthorized parties

2.3 User Authorization

You are responsible for ensuring that all Users comply with this Agreement. You must manage User access appropriately, including promptly revoking access when Users no longer require it or leave your organization.

3. Services Description

3.1 Platform Access

Subject to the terms of this Agreement and payment of applicable fees, GuardX grants you a non-exclusive, non-transferable right to access and use the Services during the subscription term for your internal business purposes.

3.2 Hardware

Thor hardware devices are provided under separate hardware purchase or lease terms as specified in your Order Form. Hardware ownership or return requirements depend on your specific agreement type.

3.3 Service Levels

GuardX will use commercially reasonable efforts to maintain the availability of the Services. Service level commitments, where applicable, are set forth in the Service Level Agreement (SLA) provided to enterprise customers.

3.4 Modifications

GuardX may modify the Services from time to time. We will provide reasonable notice of material changes that negatively impact functionality. Continued use of the Services after modifications constitutes acceptance of those changes.

4. Acceptable Use

4.1 Permitted Use

You may use the Services only for lawful workplace safety monitoring purposes in accordance with this Agreement and applicable laws. You must obtain all necessary consents and provide all required notices to individuals who may be captured by the Services.

4.2 Prohibited Conduct

You agree not to, and not to permit any User to:

• Use the Services for surveillance purposes unrelated to workplace safety
• Attempt to identify individuals using facial recognition or biometric analysis
• Monitor individuals in areas where they have a reasonable expectation of privacy
• Use the Services to discriminate against or harass individuals
• Reverse engineer, decompile, or disassemble the Services
• Access or use the Services to build a competitive product
• Share, resell, or sublicense access to the Services
• Interfere with or disrupt the Services or servers
• Circumvent any security or access controls
• Use the Services in violation of any applicable law or regulation

4.3 Compliance with Laws

You are solely responsible for ensuring your use of the Services complies with all applicable laws, including workplace monitoring laws, data protection regulations, and industry-specific requirements. GuardX provides tools to assist with compliance but does not provide legal advice.

5. Payment Terms

5.1 Fees

You agree to pay all fees specified in your Order Form. Fees are quoted in US dollars unless otherwise specified. All fees are non-refundable except as expressly set forth in this Agreement.

5.2 Payment Terms

Unless otherwise specified in your Order Form, invoices are due within thirty (30) days of the invoice date. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

5.3 Taxes

Fees do not include taxes. You are responsible for all applicable taxes, except for taxes based on GuardX's net income. If GuardX is required to collect taxes, they will be added to your invoice.

5.4 Price Changes

GuardX may change fees upon renewal by providing at least sixty (60) days' notice before the end of your current subscription term. Continued use after the renewal date constitutes acceptance of the new fees.

6. Data Rights

6.1 Customer Data Ownership

You retain all rights to your Customer Data. GuardX does not claim ownership of any Customer Data. You grant GuardX a limited license to process Customer Data solely to provide the Services.

6.2 Data Processing

GuardX will process Customer Data in accordance with the Privacy Policy and, where applicable, the Data Processing Agreement (DPA). Enterprise customers may request execution of a DPA with Standard Contractual Clauses.

6.3 Aggregated Data

GuardX may use aggregated, anonymized data derived from Customer Data to improve the Services, develop new features, and for benchmarking purposes. Such data will not identify you or any individual.

6.4 Data Return and Deletion

Upon termination, you may request export of your Customer Data within thirty (30) days. After this period, GuardX will delete Customer Data in accordance with our data retention policies, except as required by law.

7. Intellectual Property

7.1 GuardX IP

GuardX and its licensors own all rights, title, and interest in and to the Services, including all intellectual property rights. This Agreement does not grant you any rights to GuardX's trademarks or service marks.

7.2 Feedback

If you provide feedback or suggestions about the Services, GuardX may use such feedback without restriction or obligation to you. You hereby assign all rights in such feedback to GuardX.

7.3 Third-Party Components

The Services may include third-party software components subject to separate license terms. A list of such components and their licenses is available upon request.

8. Warranties & Disclaimers

8.1 Limited Warranty

GuardX warrants that the Services will perform materially in accordance with the applicable documentation during the subscription term. Your sole remedy for breach of this warranty is, at GuardX's option, repair of the Services or termination with a pro-rata refund.

8.2 Disclaimer

8.3 Safety Disclaimer

9. Limitation of Liability

9.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE THEORY OF LIABILITY.

9.2 Liability Cap

EXCEPT FOR BREACHES OF SECTION 4 (ACCEPTABLE USE), EITHER PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO GUARDX IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.3 Exceptions

The limitations in this section do not apply to: (a) either party's indemnification obligations; (b) either party's breach of confidentiality obligations; (c) your payment obligations; or (d) violations of the other party's intellectual property rights.

10. Indemnification

10.1 By GuardX

GuardX will defend, indemnify, and hold you harmless from any third-party claim that the Services infringe a valid patent, copyright, or trademark, provided you give prompt notice and reasonable cooperation.

10.2 By Customer

You will defend, indemnify, and hold GuardX harmless from any third-party claim arising from: (a) your use of the Services in violation of this Agreement; (b) your Customer Data; or (c) your violation of applicable law.

11. Termination

11.1 Term

This Agreement begins on the date you first accept it and continues until terminated. Subscription terms are specified in your Order Form and will automatically renew for successive periods unless either party provides notice of non-renewal.

11.2 Termination for Cause

Either party may terminate this Agreement: (a) upon thirty (30) days' notice if the other party materially breaches and fails to cure within that period; or (b) immediately if the other party becomes insolvent or ceases operations.

11.3 Effect of Termination

Upon termination: (a) your access to the Services will cease; (b) you must pay any outstanding fees; (c) each party must return or destroy the other's confidential information; and (d) GuardX will delete Customer Data as described in Section 6.4.

11.4 Survival

Sections 1, 6, 7, 8, 9, 10, and 12 will survive termination of this Agreement.

12. General Provisions

12.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes will be resolved exclusively in the state or federal courts located in Wilmington, Delaware.

12.2 Arbitration

For enterprise customers, disputes may be resolved by binding arbitration under the rules of the American Arbitration Association. Either party may seek injunctive relief in any court of competent jurisdiction.

12.3 Assignment

You may not assign this Agreement without GuardX's prior written consent. GuardX may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all assets.

12.4 Notices

Notices must be in writing and sent to the addresses specified in the Order Form. GuardX may provide notices via email to the account administrator or through the Services dashboard.

12.5 Force Majeure

Neither party will be liable for delays or failures due to circumstances beyond its reasonable control, including natural disasters, acts of government, or internet disruptions.

12.6 Entire Agreement

This Agreement, together with any Order Forms and referenced documents, constitutes the entire agreement between the parties and supersedes all prior agreements. Modifications must be in writing.

12.7 Severability

If any provision is found unenforceable, the remaining provisions will continue in full force and effect. The unenforceable provision will be modified to the minimum extent necessary.

12.8 Waiver

No waiver of any term will be deemed a further or continuing waiver of that term or any other term. GuardX's failure to enforce any provision is not a waiver of its right to do so later.