TERMS OF SERVICE

1. Acceptance and authority

An organization accepts the Agreement when its authorized representative signs an Order or affirmatively accepts these Terms through an identified purchasing or account activation process. The individual accepting represents that they have authority to bind the Customer.

An officer, employee, client representative, or other invited user accesses the Services under the Customer's authorization. That access does not make the individual personally responsible for the Customer's subscription fees unless separately agreed. Each user must comply with the account security and permitted use requirements applicable to that user and any terms affirmatively presented for acceptance.

The Services are intended for business use. Account users must be at least 18 years old and legally capable of using the Services in their jurisdiction. Mandatory rights that cannot lawfully be excluded are preserved.

Additional terms. Some features, such as AI features, beta features, integrations, hardware, or referral programs, may have additional terms presented when you enable or buy them. Those terms form part of the Agreement for that feature. New features Guardix releases are governed by these Terms unless separate terms are presented.

2. Services, Orders, and document priority

The Order identifies the subscription, modules, authorized usage, fees, term, and any purchased implementation, managed dispatch, hardware, connectivity, or support services. Website descriptions do not add an unpurchased service, a staffing commitment, a performance guarantee, or a service level agreement.

If documents conflict, mandatory law and applicable international transfer instruments prevail first; the Data Processing Addendum ("DPA") prevails for its subject matter; an Order prevails over these Terms only for a variation it expressly identifies; and these Terms otherwise apply. A general commercial clause does not reduce a mandatory data protection safeguard.

3. Accounts and access permissions

Customer is responsible for identifying authorized users, assigning appropriate roles and site access, maintaining accurate account information, and promptly removing access when authorization ends. Each person must use their assigned account and protect authentication credentials. Customer must notify Guardix promptly of suspected compromise or unauthorized access.

The same Guardix application may present different functions and information to officers, managers, administrators, dispatchers, and client users. Availability depends on the Customer's subscription and permissions. Customer is responsible for the access it grants to client organizations, subcontractors, and external users.

Guardix may access Customer workspaces when reasonably necessary to provide authorized support, perform agreed services, investigate a security issue, or comply with law, subject to the DPA and appropriate access controls.

Customer is responsible for all activity under its accounts. Information a user submits, including location, device details, reports, and photographs, may be visible to administrators and other users the Customer authorizes, and to client users the Customer grants access to. A user, such as an officer working for more than one security company, may belong to more than one Customer account; each Customer sees only the information shared within its own workspace.

Any action taken through a Customer's account by its users is treated as authorized by the Customer. Guardix may decline to open an account or user profile where it reasonably believes the account would violate the Agreement or applicable law.

Account verification and ownership disputes. Guardix may ask for information to verify identity and authority before restoring access to an account, changing its owner, or sharing information about it. Guardix does not resolve disputes between a Customer and its users or between people claiming control of a Customer account, except where it reasonably decides that acting is necessary, for example when an account owner has left the Customer and is unresponsive. Guardix may require supporting documents before acting.

When a user leaves. When an officer or other user stops working with a Customer, the Customer can deactivate, archive, or delete that user's profile. Deleted profiles and their data may not be recoverable; archived records are kept as the Customer decides, subject to the DPA.

4. Customer responsibilities and lawful deployment

Customer is responsible for its business operations, instructions, personnel decisions, and the lawfulness of information submitted to the Services. Customer must:

• Have the rights, notices, permissions, and legal bases needed to collect and process Customer Data and instruct Guardix to process it.
• Comply with applicable employment, working time, wage and hour, payroll, tax, licensing, recording, monitoring, biometric, privacy, and security requirements.
• Configure schedules, pay rules, time zones, local holidays, geofences, retention, post orders, approvals, and permissions appropriately.
• Consult worker representatives or works councils and complete impact assessments where required.
• Review records and exceptions before using them for payroll, discipline, billing, reporting, or other consequential decisions.
• Maintain appropriate operational procedures, contact information, and independent access to information needed for continuity or emergencies.

Guardix remains responsible for obligations applicable to its own conduct and for services it expressly agrees to perform. Customer responsibilities do not excuse Guardix from those obligations.

Worker classification. Labels in the Services such as officer, employee, supervisor, manager, or administrator are for convenience only. They do not determine whether anyone is an employee or independent contractor. Customer is responsible for classifying its personnel correctly and for complying with employment, licensing, and wage and hour laws.

Default settings are not legal advice. Guardix provides software, not legal, HR, payroll, tax, or licensing advice. Default settings and templates, such as overtime, break, pay, or post order templates, are starting points only. Customer must review and configure them to comply with applicable laws and its agreements.

Health information. Customer must not submit protected health information regulated under HIPAA or similar laws unless Guardix has agreed in writing to a business associate agreement covering that use.

5. Location, biometric verification, and recordings

Customer must use location tracking only for disclosed, lawful purposes and within authorized work periods. Routine workforce tracking must not be configured to collect off-duty location. A separately initiated emergency feature requires the applicable notice, permissions, and lawful basis.

Before enabling regulated biometric processing, Customer must satisfy applicable notice, consent or written release, retention, deletion, and alternative process requirements. A general acceptance of these Terms or a device camera permission is not a substitute for a separate legally required authorization. Guardix must also comply with obligations that apply directly to its processing.

Customer must ensure that audio recording, call recording, live streaming, and body-camera use comply with the laws applicable to the people and places recorded, including applicable all-party consent rules and workplace restrictions. Authorized remote access over 5G or another network does not expand recording or viewing rights. Customer must limit recording access, exports, and preservation to authorized purposes.

6. AI-assisted features

AI functions may generate or refine text, summarize information, create training content, or suggest scheduling and dispatch actions. Customer must ensure that submitted content is appropriate for the feature and that a suitably qualified person reviews output before it is relied on.

AI output may contain errors, unsupported statements, omissions, or material similar to other output. It does not establish that an incident occurred, an officer complied with instructions, a person is qualified, a wage calculation is correct, or an action is legally permitted. Customer must not use an AI feature as the sole basis for a decision producing legal or similarly significant effects on a person where prohibited or where required safeguards are absent.

As between the parties, Customer retains rights in its inputs and, to the extent rights arise and can be assigned, owns the output generated for it from those inputs. Guardix assigns any such rights it holds, excluding underlying software, models, and pre-existing materials. Guardix does not promise that output is unique, protectable by intellectual property law, or free of third-party rights. Customer personal information remains subject to the DPA, including restrictions on model training.

Some AI features may be turned on by default; Customer's administrators can turn them off in the account settings. Guardix may change, replace, or discontinue AI features and the providers behind them.

7. Dispatch, emergency functions, and operational decisions

Managed dispatch is provided only when purchased under an Order or statement of work. The applicable document must identify coverage hours, assigned tasks, escalation procedures, replacement staffing activities, response commitments, and the allocation of responsibilities. A claim of 24-hour coverage applies only to the coverage actually agreed for that service.

Software alerts, SOS tools, location functions, and dispatch communications depend on correct configuration, device availability, and functioning networks. They are not a substitute for contacting emergency services directly. Users must contact the appropriate local emergency number when immediate emergency assistance is required.

Customer remains responsible for supervision, officer qualification, site safety, lawful post orders, and employment decisions except for a task expressly assumed by Guardix in writing. This section does not limit Guardix's responsibility to perform agreed dispatch or escalation duties with reasonable care.

8. Devices, 5G connectivity, and integrations

Hardware purchases or rentals, supported camera functions, connectivity plans, activation, carrier availability, warranties, returns, and replacement arrangements must be specified in the applicable Order or separate hardware terms. These Terms do not create an unlimited data allowance or a promise of continuous coverage, live streaming, recording, battery life, or compatibility.

Third-party services connected by Customer may require separate accounts and agreements. Customer authorizes the information exchanges needed for integrations it enables and should review the third party's terms. Guardix remains responsible for its own subcontracted processing and cannot avoid that responsibility merely by describing a subprocessor as a third party.

Mobile devices. Officers and other users may use a personal or company-provided mobile device to access the Services. The device owner is responsible for the device, its upkeep, and any data, roaming, or carrier charges, and Guardix is not responsible for device wear, loss, or damage. Links to third-party websites or products are provided for convenience; Guardix does not control them and is not responsible for their content, availability, or practices.

Integrations. Integrations depend on third parties, and Guardix may change or stop offering an integration, for example if the third party withdraws access, without a refund or credit. When Customer connects a third-party service, Customer confirms it has the rights to do so and authorizes Guardix to access the related information as that service permits.

API. Where API access is offered, it is part of the Services. Customer may use it only for its internal business purposes and integrations, must keep its credentials secure, and must not resell, sublicense, or overload it. Guardix may limit, change, or suspend API access, including for excessive or abusive use.

Electronic signatures and acknowledgments. Where the Services let Customer collect electronic signatures or acknowledgments, for example on post orders or policies, Customer decides which documents use this feature and is responsible for their content, legal validity, and required notices and consents. Guardix is not a party to those documents and does not verify signers' identity or intent. Customer is responsible for keeping its own copies of signed records.

9. Fees, payment, renewal, and taxes

Customer will pay the fees and applicable taxes specified in the Order, excluding taxes on Guardix's net income. Usage-based charges require a disclosed measurement basis. Any authorization to charge a stored payment method must be obtained through the applicable payment process.

A subscription renews automatically only if the renewal arrangement and cancellation method were expressly disclosed and accepted in the Order or checkout, subject to applicable law. Otherwise, renewal requires agreement. Cancellation takes effect as stated in the Order and does not erase charges already properly incurred.

Guardix will give at least 30 days' notice of a proposed fee increase for a future renewal term, or longer notice where required by law or the Order. Agreed fees for a current committed term will not increase without Customer's agreement except for a change expressly authorized in the Order. Additional features or services require an agreed purchase.

Customer should notify Guardix promptly of a disputed invoice and provide reasonable details. The parties will work in good faith to resolve the dispute. Guardix will not suspend Services solely for an amount reasonably disputed in good faith while Customer pays undisputed amounts and cooperates in resolving the dispute. Refunds are provided where required by law or expressly stated in the Agreement.

Free trials. Guardix may offer a free trial for the period stated at signup. The trial converts to a paid subscription only if that conversion, the price, and how to cancel were clearly disclosed and accepted at signup. Customer may cancel before the trial ends through its account settings or by contacting Guardix. Trial data may be deleted after the trial ends if Customer does not continue to a paid subscription.

Plan changes and users. Customer may upgrade or downgrade plans and add or remove modules where the Services allow. Fees based on the number of users or modules adjust when they change, and upgrades and downgrades may be prorated or credited to the next invoice as shown in the account or Order.

Payment method and failed payments. Customer must keep its business details, billing contact, and payment method current. By providing a payment method, Customer authorizes Guardix and its payment processor to charge it for fees due under the Agreement. If a charge fails, Guardix may retry it and will notify Customer before suspending access for nonpayment. Where applicable, fees exclude VAT, GST, HST, PST, and similar taxes, and Customer must provide any tax registration number reasonably requested.

Fees are in U.S. dollars unless the Order says otherwise. Payments in other currencies may include currency conversion or processing costs. If Customer pays through a third-party marketplace or reseller, that party's terms also apply and Customer manages those payments with them.

10. Customer Data and privacy

"Customer Data" means content and information submitted to or generated within Customer's workspace through Customer's use of the Services, including workforce records, recordings, reports, communications, and Customer-directed AI inputs and outputs.

Customer retains its rights in Customer Data. Customer grants Guardix a limited right to host, copy, transmit, display, and otherwise process Customer Data solely as necessary to provide, maintain, secure, and support the purchased Services, perform the Agreement, and comply with applicable law. This right does not authorize sale of Customer personal information or unrelated advertising or model training.

The Privacy Policy explains Guardix's information practices. The DPA governs processing of Customer personal information and is incorporated into the Agreement when Guardix processes such information on Customer's behalf. Guardix's own account administration and other independent controller activities remain subject to applicable law and the Privacy Policy; their classification cannot be expanded to bypass DPA restrictions.

Customer is responsible for keeping its own copies of records it must retain by law or needs for its business, using the export tools available in the Services.

11. Permitted use and restrictions

Subject to the Agreement, Guardix grants Customer a nonexclusive, nontransferable right during the subscription term to allow authorized users to access the purchased Services for Customer's business purposes, including permitted client access.

Users must not use the Services to violate law or another person's rights; conduct unlawful surveillance or discrimination; upload content without required authority; introduce malicious code; interfere with service operation; bypass access controls or usage limits; access another Customer's information; misrepresent identity; or resell the Services without authorization. Reverse engineering restrictions apply only to the extent permitted by law. Authorized security research requires an agreed scope and process.

Customer must promptly address a material violation by a user it controls. Guardix will apply any protective action proportionately to the risk and the affected account or functionality where practicable.

Users must not post, upload, or send through the Services content that is unlawful, threatening, harassing, defamatory, discriminatory, obscene, fraudulent, or infringing; unsolicited advertising; or content that impersonates another person or Guardix. Guardix does not pre-screen content but may remove or disable access to content that it reasonably believes violates the Agreement or applicable law. Customer must not use the Services, or confidential information about them, to build or support a competing product, or copy their features, designs, or user interface.

Users must not use robots, scrapers, or other automated means to extract data from or copy the Services; frame or mirror the Services; or access the Services to monitor or benchmark their availability, performance, or features for competitive purposes. Users may send invitations or text messages through the Services only to people who have agreed to receive them.

12. Guardix intellectual property and feedback

Guardix and its licensors retain rights in the Services, software, designs, documentation, models, trademarks, and pre-existing technology. Rights not expressly granted are reserved. Customer may use documentation as reasonably necessary for its authorized use.

Customer may provide voluntary feedback. Guardix may use feedback to improve its products without payment, but this permission does not transfer Customer Data, disclose Customer confidential information, or override data protection obligations. Guardix may identify Customer by name and logo as a Guardix customer on its website and in marketing materials. Customer may ask Guardix to stop at any time by emailing support@guardix.com, and Guardix will remove the reference from materials it controls within a reasonable time. Any other publicity, such as a case study or testimonial, requires Customer's prior permission.

Copyright complaints. If you believe content in the Services infringes your copyright, send a notice that meets the requirements of the Digital Millennium Copyright Act to support@guardix.com, marked "Copyright notice." If your content was removed and you believe that was a mistake, you may send a counter-notice. Guardix may remove infringing content and may close accounts of repeat infringers in appropriate circumstances.

13. Confidentiality

Each party will protect nonpublic information disclosed by the other that is identified as confidential or should reasonably be understood to be confidential. The receiving party will use it only to perform or exercise rights under the Agreement, apply reasonable protective measures, and disclose it only to people who need to know and are subject to appropriate confidentiality obligations.

These duties do not cover information the receiving party can demonstrate is lawfully public, already known without restriction, independently developed, or lawfully received from another source without a duty of confidence. A party may make a legally required disclosure after giving notice where permitted and limiting disclosure to what is required. Confidentiality duties continue for three years after termination, and longer for trade secrets and personal information to the extent required by their nature or applicable law.

14. Service commitments, changes, and warranties

Guardix will provide the purchased Services with reasonable skill and care and materially in accordance with the agreed documentation. Each party warrants that it has authority to enter the Agreement. Guardix will not materially reduce the core purchased functionality during a committed subscription term without providing an appropriate alternative or a remedy for the affected service.

An uptime target, dedicated staffing promise, response time, implementation milestone, recovery objective, or certification applies only if expressly agreed or accurately stated in current service documentation incorporated into the Order. Previews and beta functions must be identified as such and should not be used for critical operations without an agreed basis.

To the extent permitted by law, and except for express commitments in the Agreement, Guardix disclaims implied warranties of merchantability, fitness for a particular purpose, and noninfringement. No disclaimer excludes a guarantee, duty of care, statutory remedy, or liability that cannot lawfully be excluded.

Beta features. Guardix may invite Customer to try features marked as beta, preview, or early access. Customer may choose whether to use them. Beta features may change or be discontinued at any time, are not covered by any support or service commitments, and are provided as is without liability to the extent permitted by law.

15. Suspension, term, and termination

The Agreement continues for the term identified in the Order. Either party may terminate for the other's material breach if the breach remains uncured 30 days after written notice describing it. A shorter protective response is permitted where required by law or reasonably necessary to address a serious, immediate security threat or unlawful activity. Guardix may suspend for overdue, undisputed charges after reasonable written notice and an opportunity to pay.

Suspension will be limited in scope and duration where practicable. Guardix will provide notice and a path to restoration where lawful and feasible. Suspension does not authorize Guardix to disregard data protection or preservation duties.

At termination, Customer's right to use the affected Services ends. Guardix will make Customer Data available for export for at least 30 days after termination, or any longer period Guardix allows or the Order specifies, using the export tools then available in the Services, subject to lawful restrictions and the Order. Return, deletion, backups, and legally required preservation are governed by the DPA, including its Section 11 and Schedule 1. Guardix has no obligation to keep Customer Data after the export period ends. Customers should export necessary records before the export window closes. If Customer terminates for Guardix's uncured material breach, Guardix will refund prepaid, unused fees for the terminated period of the affected Services.

Provisions intended by their nature to survive, including confidentiality, accrued payment obligations, data protection duties, intellectual property provisions, liability provisions, and dispute terms, survive as applicable.

Free and trial services. Guardix may change, limit, suspend, or end free or trial services at any time. Inactive accounts. If an account has no active paid subscription and no activity for 90 days, Guardix may close it after giving notice to the account contact, and its data will then be handled under the export and deletion terms above.

16. Third-party claims

Guardix will defend Customer against a third-party claim that Customer's authorized use of the paid Services infringes a patent, copyright, or trademark, and pay damages or settlement amounts finally awarded or agreed by Guardix. This obligation excludes claims caused by Customer Data, unauthorized modifications, combinations not supplied or required by Guardix, or use outside the Agreement. Guardix may obtain continued use rights, modify or replace the affected service without materially reducing its agreed function, or terminate the affected service and refund prepaid, unused fees if the other remedies are not commercially reasonable.

Customer will defend Guardix against a third-party claim arising from Customer Data supplied without required rights or Customer's unlawful instructions or use, and pay damages or settlement amounts finally awarded or agreed by Customer, to the extent the claim was caused by that conduct. This obligation does not cover Guardix's own breach, negligence, or unlawful conduct.

The protected party must promptly notify the defending party, permit reasonable control of the defense, and provide reasonable cooperation at the defending party's expense. Delayed notice reduces an obligation only to the extent of actual prejudice. A settlement must not admit fault, impose a nonmonetary obligation, or leave liability on the protected party without its consent, which will not be unreasonably withheld.

17. Limits of liability

To the extent permitted by law, neither party is liable under the Agreement for indirect, special, incidental, consequential, or punitive damages, or lost profits, arising from the Agreement, subject to the exclusions below. This does not exclude reasonable direct costs of restoring data or responding to an incident where recoverable under the applicable law and Agreement.

Each party's total aggregate liability arising from the Agreement is limited to the fees paid or payable for the affected Services in the 12 months preceding the event giving rise to the claim. For a breach of confidentiality or the DPA, the aggregate limit is twice that amount rather than the general limit; the limits do not stack.

These exclusions and limits do not apply to fraud, willful misconduct, liability that cannot lawfully be limited, Customer's obligation to pay properly due fees, or either party's express third-party defense and payment obligations under Section 16. They do not restrict a person's statutory privacy rights, regulatory powers, or rights under mandatory transfer clauses. No limitation applies to death or personal injury caused by negligence where such limitation is prohibited.

For free or trial services, which are provided as is, Guardix's total aggregate liability is limited to one hundred U.S. dollars, to the extent permitted by law.

18. Nationwide and international use

Customer may deploy purchased Services across authorized U.S. and international locations subject to the Order, supported service regions, local law, and valid data transfer arrangements. A subscription does not establish that every module, recording function, monitoring practice, payment option, or connectivity service is available or lawful in every location.

Each party will comply with applicable export control and economic sanctions laws. Customer must not provide prohibited access or use the Services in a prohibited transaction. Data residency, local language support, and country-specific implementation requirements must be agreed expressly where needed.

19. Governing law and disputes

Except where mandatory law or an applicable transfer instrument requires otherwise, Texas law governs the Agreement without applying conflict of laws rules, and the state courts in Tarrant County, Texas, or the federal courts in the Northern District of Texas have jurisdiction over disputes between the contracting parties. The parties consent to those courts for such disputes.

This choice does not deprive a person of nonwaivable protections or a forum required by applicable law. It does not override EU SCCs, the UK Addendum, Swiss transfer protections, regulator jurisdiction, or an individual's right to pursue an applicable privacy remedy. The parties will first attempt to resolve a business dispute through good-faith discussion, without preventing urgent relief or delaying a mandatory filing deadline.

To the extent permitted by law, any claim arising from the Agreement, other than a claim for unpaid fees or infringement of intellectual property rights, must be brought within two years after the claim arises.

CLASS ACTION AND JURY TRIAL WAIVER. TO THE EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT ANY DISPUTE WILL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY. In any action to enforce the Agreement, the prevailing party may recover its reasonable attorneys' fees and costs.

20. Changes, notices, and general terms

Guardix may update these Terms at any time by posting the updated version with a new effective date, and updates take effect when posted. For a change that materially reduces Customer's rights, Guardix will give reasonable advance notice through the account contact or another appropriate channel, and such a change applies to a committed paid subscription at renewal unless Customer agrees earlier or the change is legally required. Guardix may modify, add, or discontinue features of the Services at any time, provided it does not materially reduce the core functionality of a paid subscription during its current term. A change will not retroactively reduce accrued rights or data protection commitments. Any additional acceptance required by law will be obtained.

Contract notices to Customer may be sent to the designated account or legal contact. Notices to Guardix may be sent to support@guardix.com, clearly identified as a contractual notice, or to the postal address below. Notices sent by email are effective when sent to the most recent address on file, and Customer is responsible for keeping that address current and monitored. Privacy notices and requests may be sent to privacy@guardix.com.

Neither party may assign the Agreement without the other's consent, except to an affiliate or in a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the obligations and the assignment does not unlawfully reduce data protections. An assignment does not authorize an otherwise restricted international transfer.

Neither party is responsible for delay caused by events beyond its reasonable control to the extent it takes reasonable mitigation steps. This does not excuse accrued payment obligations, required security measures, or duties that law does not permit to be excused. The parties are independent contractors. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue. A waiver must be clear and does not waive future rights. The Agreement is the complete agreement concerning its subject matter, subject to rights that cannot lawfully be excluded. The Agreement is for services, not the sale of goods; the Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods do not apply.

Errors and third-party links. Guardix's websites, documentation, and legal pages may occasionally contain typographical errors, inaccuracies, outdated information, or broken links, including links to third-party websites. Guardix may correct, update, or remove such content at any time without notice, and a correction does not by itself change the Agreement. Links to third-party websites are provided for convenience only; Guardix does not control or endorse them and is not responsible for their content, availability, or practices. If website content conflicts with a signed Order or the DPA, the signed Order and DPA control. Please report any error you notice to support@guardix.com.

Contracting contact
STEM Technology, LLC — Guardix
1901 Central Dr, Ste 404
Bedford, TX 76021-5830, United States
Support and contract notices: support@guardix.com
Privacy: privacy@guardix.com