GUARD PLATFORM AGREEMENT

Between OnGuard Technologies, Inc. and the security guard who creates a Guard account on the Platform ("you" or "Guard")

RECITALS

A. OnGuard Technologies, Inc., a Delaware corporation with its principal office at 1066 Woods Bog Ave, Middleton, ID 83644 ("OnGuard"), operates a software-as-a-service technology platform (the "Platform") that (i) enables businesses ("Clients") to discover, contract with, and coordinate security services from independently owned and licensed security companies ("Vendors"), (ii) provides Vendors with workforce-coordination tools to manage and dispatch the security personnel they employ, and (iii) provides a discovery surface (the "Guard Pool") through which qualified security professionals make themselves visible to Vendors for potential rostering.

B. You are an individual security professional. You may use the Platform (i) as a Guard Pool member who is not yet rostered by any Vendor and who is exploring rostering opportunities, or (ii) as a Guard who has been rostered by one or more Vendors. This Agreement applies to both modes of use, and the Agreement's protections and your obligations apply at all times.

C. OnGuard is a SaaS platform. OnGuard is not your employer, joint employer, staffing agency, labor contractor, prime contractor, or co-employer. OnGuard does not hire you, pay you, set your wages, set your schedule, assign you to shifts, supervise the manner or means of your work, train you, discipline you, evaluate you, or fire you. If and when a Vendor rosters you, that Vendor — and only that Vendor — is your employer for the security services performed under that rostering. Each Vendor that rosters you is a separate, independent employer; OnGuard's facilitation of any rostering match does not make OnGuard your employer or a joint employer of you under California's Private Security Services Act (Cal. Bus. & Prof. Code §§ 7580 et seq.), Cal. Lab. Code § 2810.3, or any equivalent law of any other state.

D. This Guard Platform Agreement ("Agreement") governs only your use of the Platform. It does not create, modify, or replace any employment relationship between you and any Vendor. Any wage, hour, discipline, scheduling, or other employment dispute is between you and the Vendor employing you for the work in question.

By creating a Guard account, signing in, or otherwise using the Platform, you agree to this Agreement, the Terms of Service, the Acceptable Use Policy, the Privacy Policy, and the Marketplace Operator Disclosure, each as in effect when you accept.

1. DEFINITIONS

1.1 "Account" means your individual Guard account on the Platform.

1.2 "Client" means a business customer of a Vendor that has contracted with that Vendor for security services.

1.3 "Guard Card" means the security guard registration issued by the California Bureau of Security and Investigative Services (BSIS) under Cal. Bus. & Prof. Code § 7583.5, or the equivalent guard licensing credential issued by another state.

1.4 "Guard Pool" or "Pool" means the discovery surface on the Platform through which security professionals who have created a Guard Account may make themselves visible to Vendors for potential rostering. Pool membership is described in Section 4.

1.5 "Marketplace Operator Disclosure" means OnGuard's public statement of its role as a marketplace operator, published at onguardsolutions.io/legal/marketplace-operator-disclosure and incorporated by reference.

1.6 "Platform" means the OnGuard software-as-a-service product, including the web and mobile applications, APIs, and related services made available by OnGuard.

1.7 "Platform Tools" has the meaning given in Section 9.3.

1.8 "Roster", "Rostered", or "Rostering" means the act by which a Vendor adds you to that Vendor's roster as an employed Guard (or, where lawful, as an independent-contractor Guard engaged by that Vendor). Rostering is a Vendor's decision; OnGuard does not roster Guards.

1.9 "Vendor" means a licensed security company that operates on the Platform.

1.10 "Vendor Agreement" means the Vendor Agreement (Master) between OnGuard and a Vendor, governing that Vendor's use of the Platform.

Capitalized terms not defined here have the meanings given in the Terms of Service or the Marketplace Operator Disclosure.

2. ELIGIBILITY AND ACCOUNT

2.1 Eligibility. To create and maintain a Guard Account you must (a) be at least 18 years of age; (b) hold a valid Guard Card or equivalent state credential where required by law for the work you intend to perform; (c) be legally authorized to perform security services in each jurisdiction where you intend to accept assignments; and (d) have the right to enter this Agreement.

2.2 Two modes of use.

(a) Pool member. You may create a Guard Account and join the Guard Pool without being rostered by any Vendor. As a Pool member, you make yourself discoverable to Vendors who may invite you to be rostered. Pool membership is governed by Section 4 and is not an offer of employment by OnGuard, a commitment of work by OnGuard or any Vendor, or any other contractual right of work.

(b) Rostered Guard. Once a Vendor rosters you, you may continue to be a Pool member (at your election) while also being the employed Guard of that Vendor for the rostered work. A Vendor may roster you whether or not you are presently rostered by another Vendor; you may be rostered by multiple Vendors simultaneously. Rostering is governed by Section 5.

2.3 Account creation. You may create an Account by self-registration on the Platform or by accepting a Vendor's invitation. You complete account setup by verifying your identity, providing required contact information, uploading required credentials, and accepting this Agreement. You must keep your contact information accurate and current. Full Account activation may require completion of profile elements specified by OnGuard from time to time (see Section 6.5).

2.4 Credentials. Your login credentials are personal to you. You may not share them, sell them, or allow another person to use your Account. You are responsible for activity that occurs under your Account. Notify OnGuard immediately if you believe your credentials have been compromised.

2.5 Identity and licensing accuracy. You represent that all information you provide about yourself, your Guard Card or equivalent license, your training, your work eligibility, and your professional history is true, accurate, and not misleading. You agree to promptly update the Platform if any of that information changes (for example, a license expiration, suspension, or revocation).

3. NATURE OF THE PLATFORM — AND WHAT IT IS NOT

3.1 OnGuard is software. OnGuard provides a SaaS platform that lets Clients, Vendors, and Guards coordinate information about security services and lets qualified security professionals make themselves discoverable to Vendors. OnGuard does not provide security services and does not perform any of the functions of an employer toward you.

3.2 OnGuard is not your agent. OnGuard makes no rostering or hiring decisions. OnGuard does not and will not serve as your agent, your representative, your career counselor, or your decision-maker in any rostering, hiring, advancement, evaluation, discipline, or termination process. Only a Vendor, and not OnGuard, makes any decision about whether to roster you, hire you, retain you, schedule you, assign you to a shift, or end your rostering or employment. You agree that you will not use the Platform, in whole or in part, as a substitute for your own independent judgment about any Vendor, Client, opportunity, or assignment.

3.3 Your rostering Vendor is your sole employer. For any security work you perform under a Vendor's rostering, that Vendor — not OnGuard — is your sole employer for that work. Your Vendor sets your wages, hours, schedule, assignments, training, supervision, discipline, evaluation, and termination for that work. If you are rostered by multiple Vendors, each Vendor is your sole employer for the work performed under that Vendor's rostering and is independent of every other Vendor that has rostered you.

3.4 OnGuard does not direct or control your work. OnGuard does not assign you to any shift, post, or Client. The Platform may display shift opportunities, Vendor rosters, Client information, Pool information, or other workforce-coordination information, but the decision to offer you any shift, to roster you, or to instruct you on how to perform any work comes from a Vendor, not from OnGuard. OnGuard does not evaluate your job performance.

3.5 OnGuard does not pay you. Payments for security services flow from the Client to the Vendor that performed the work (with OnGuard's payment-processing partner acting as a conduit and OnGuard acting as the Vendor's limited payment agent under California Civil Code § 2295 et seq.). Your wages are paid to you by your rostering Vendor under that Vendor's payroll, on that Vendor's schedule, and in accordance with that Vendor's policies and applicable wage-and-hour law. OnGuard is not a payor of your wages.

3.6 No employment relationship with OnGuard. Nothing in this Agreement, in your use of the Platform, in your Pool membership, in your rostering by a Vendor, or in any communication you receive from OnGuard creates an employment, agency, partnership, joint venture, joint-employer, co-employer, staffing-agency, prime-contractor, or labor-contractor relationship between you and OnGuard. You are not eligible for any wage, benefit, leave, workers' compensation, unemployment insurance, paid sick time, or other employment-related entitlement from OnGuard.

3.7 Multi-roster acknowledgment. Many security professionals are rostered by multiple licensed security companies simultaneously, and the Platform is built for and expects this pattern. Each Vendor that rosters you is a separate, independent employer with respect to the work performed under that Vendor's rostering. OnGuard's facilitation of multi-roster discovery does not make OnGuard a joint employer of you with any Vendor or make multiple Vendors joint employers of you with one another.

3.8 California-specific positioning. The relationship between you and any employing Vendor is governed by California's Private Security Services Act and, where applicable, the multifactor test of S.G. Borello & Sons, Inc. v. Dep't of Indus. Rels., 48 Cal.3d 341 (1989). OnGuard does not hire you, employ you, or share employment of you with any Vendor under Cal. Lab. Code § 2810.3 or any other joint-employer doctrine.

3.9 Employment disputes go to your Vendor. Any dispute, claim, or concern relating to your employment by a Vendor — including wages, hours, breaks, overtime, scheduling, training, discipline, harassment, discrimination, retaliation, workers' compensation, leave, or termination — is between you and that Vendor. OnGuard is not a party to that dispute. Nothing in this Agreement waives any right you have against any Vendor or any government agency.

3.10 OnGuard as document-storage and electronic-signature infrastructure for your Vendor's employment agreement. A Vendor that rosters you may use the Platform's document-storage and electronic-signature tooling to deliver, retain, and obtain your electronic signature on the Vendor's own employment agreement with you. OnGuard provides electronic-signature and document-storage tooling only. OnGuard does not draft, review, modify, audit, validate, recommend, endorse, or supply a template for the content of any employment agreement between you and any Vendor. Any such agreement is between you and that Vendor — its terms (including wages, hours, benefits, leave, classification, arbitration, restrictive covenants, and any other provision) are set by the Vendor, not by OnGuard. OnGuard's hosting of the file and the signature surface does not make OnGuard your employer, joint employer, agent, partner, staffing agency, labor contractor, or co-employer, and does not make OnGuard a party to your employment agreement. If you have any question about the terms of any such agreement, address it to the Vendor — not to OnGuard. After signing, you may download a copy of the executed agreement from your Account at any time.

3.11 Labels for convenience. The Platform user interface may use everyday terms — including "team," "your schedule," "your roster," "your shifts," "manage," "available," "qualified," "match," "opportunity," or similar — for user-experience convenience. These terms are used solely for convenience of the user interface and do not constitute or imply any determination by OnGuard about worker classification, employment status, employment relationships, agency, joint employer, hiring decisions, vetting, endorsement, or fitness for any particular work. All such determinations are made (where applicable) by the Vendor, the Client, or you, not by OnGuard.

4. POOL MEMBERSHIP AND DISCOVERY

4.1 Pool membership. When you create a Guard Account, you may elect to be visible in the Guard Pool to Vendors searching for security professionals to roster. Pool visibility is your choice; you may make yourself invisible (off-Pool) at any time through your Account settings.

4.2 Pool membership is not employment and is not an offer of work. Membership in the Guard Pool does not create an employment, contractor, agency, partnership, joint venture, or other relationship between you and OnGuard, does not entitle you to any work, is not an offer of employment by OnGuard, and is not a commitment of work by OnGuard or by any Vendor. Your employment relationship arises solely if and when a Vendor rosters you, and only with that Vendor.

4.3 Discovery is informational. The Platform's Pool surface is informational only. OnGuard has no obligation to surface you to any particular Vendor or to surface any particular Vendor's opportunities to you. OnGuard makes no representation about which Vendors will find you, which Vendors will invite you to be rostered, or whether you will receive any rostering offers. You agree to use the Platform as an informational tool to help you locate Vendors, and not as a substitute for your own independent diligence about any Vendor.

4.4 What Vendors see when browsing the Pool. When you are in the Pool, Vendors searching the Pool may see the elements of your profile that you have authorized for Pool visibility, including your professional display name, general location (city and state), skills, certifications, training, service types, years of experience, professional headshot, aggregated rating where ratings are available, the count of security shifts you have completed through the Platform, and (where shown) the count of Vendors who have rostered you. Sensitive personal information — such as your full legal name (where you have provided a display name), street address, full date of birth, social security number, personal phone number, personal email, and bank or payment information — is not visible to Pool-browsing Vendors and is made available to a particular Vendor only upon your accepting that Vendor's roster invitation (or, in the limited case of background-check submission, to the third-party consumer reporting agency you authorize through that Vendor under Section 6.4).

4.5 No vetting or endorsement of Vendors. OnGuard does not vet, verify, validate, authenticate, recommend, or endorse any Vendor that may discover you in the Pool, any Vendor that may invite you to be rostered, or any Vendor that may roster you. You are responsible for your own diligence about any Vendor — including the Vendor's licensing, reputation, employment terms, and business practices — before you accept that Vendor's roster invitation.

4.6 Roster invitations. A Vendor may invite you to be rostered through the Platform. A roster invitation is an offer from that Vendor, not from OnGuard, and your acceptance or rejection of any roster invitation is your decision. You are not required to accept any roster invitation. OnGuard does not direct you to accept or reject any roster invitation and has no role in negotiating the terms of any employment relationship between you and a Vendor.

4.7 Multi-roster Pool membership. You may remain in the Pool while rostered by one or more Vendors, and additional Vendors may roster you while you are already rostered elsewhere. Each rostering is its own employment relationship, governed by your separate agreement with that Vendor (see Section 5).

5. ROSTERING BY A VENDOR

5.1 Vendor decides; Vendor employs. When a Vendor invites you to be rostered and you accept, the resulting employment relationship is solely between you and that Vendor. The Vendor — not OnGuard — decides whether to roster you, the terms on which you are rostered (including pay, hours, schedule, benefits, equipment, uniform, training, and supervision), and whether and when to end your rostering. OnGuard does not make any of those decisions.

5.2 Your separate agreement with the Vendor. Your rostering by a Vendor is governed by the Vendor's own employment agreement with you (or, where lawful, the Vendor's own independent-contractor agreement with you). OnGuard is not a party to that agreement and does not draft, review, validate, recommend, or endorse its terms. If the Vendor uses the Platform's document-storage and electronic-signature tooling to deliver and obtain your signature on that agreement, see Section 3.10.

5.3 Multi-roster. You may be rostered by more than one Vendor simultaneously. Each Vendor that rosters you is independent of every other Vendor; your employment relationship under one Vendor's rostering does not affect your employment relationship under another Vendor's rostering. No Vendor's rostering of you, and no OnGuard facilitation of any rostering match, makes any Vendor a joint employer of you with another Vendor or makes OnGuard a joint employer of you with any Vendor.

5.4 Ending a rostering. A rostering ends when (a) you and the Vendor agree to end it, (b) the Vendor ends your employment under that rostering pursuant to the Vendor's own policies and applicable law, or (c) you resign from that rostering. The Vendor's decision to end your employment is governed by your employment relationship with that Vendor and is not made by OnGuard. OnGuard's removal of your Account from the Platform (see Section 12) is not, by itself, an employment action by any Vendor.

6. DOCUMENTS, CREDENTIALS, HEADSHOT, AND BACKGROUND CHECKS

6.1 Documents and credentials you upload. You may upload documents and credentials to your Account, including your Guard Card or equivalent license, training certificates, firearms permits (where applicable), and other professional credentials. You represent that the documents you upload are authentic, current, accurate, and belong to you.

6.2 OnGuard does not verify documents. OnGuard does not verify, validate, authenticate, or endorse the authenticity, currency, or accuracy of any document, credential, training certificate, license, or other professional record you upload to the Platform. The Platform surfaces documents and credentials as you have submitted them. Any Vendor evaluating you for rostering, and any Client receiving information about you through a Vendor, is responsible for verifying any document that matters to its decision.

6.3 Third-party verification integrations. From time to time OnGuard may integrate third-party document-verification services (for example, a service that validates a BSIS Guard Card number against the BSIS registry). Where such an integration is enabled and verifies a particular credential, OnGuard may surface the verification status (verified / not verified / pending) as informational only. Any verification result remains the third-party verifier's determination; OnGuard does not warrant or endorse the result and does not make eligibility determinations based on the result.

6.4 Background checks — OnGuard is not a CRA. Background-check information about you, if any, is procured by a Vendor (or in some cases by a Client through a Vendor) from a third-party consumer reporting agency that the Vendor authorizes and contracts with as the user of the consumer report. OnGuard is not a consumer reporting agency under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., does not furnish, assemble, evaluate, or qualify any consumer report, and does not make any eligibility determination based on a consumer report. Where the Platform integrates with one or more third-party consumer reporting agencies, those agencies handle the disclosures, authorizations, and notices required of consumer reporting agencies and of users of consumer reports under the FCRA and applicable state law; you authorize each consumer report through the consumer reporting agency's own process (not OnGuard's), and your rights regarding any consumer report run on you (including pre-adverse-action notice and the right to dispute) are exercised through the Vendor and the consumer reporting agency, not through OnGuard. OnGuard may receive a pass / fail / pending status indicator from a Vendor or its consumer reporting agency for the limited purpose of surfacing the indicator on your profile and gating Platform features where appropriate. If you are rostered by multiple Vendors, the consumer reporting agency may (with your authorization) permit subsequent Vendors to access a previously-issued consumer report within the report's validity window; the user-of-the-report obligations remain with each Vendor that uses it, not with OnGuard.

6.5 Profile activation and headshot. To complete full Account activation — and therefore to be fully visible in the Pool and to receive certain Platform features — you may be required to complete profile elements specified by OnGuard from time to time, including a professional headshot meeting OnGuard's photo standards. These requirements are conditions of Platform participation; they are not employment standards and are not employment-eligibility determinations made by OnGuard.

6.6 Photo standards and AI tools. Your profile photo must be a recognizable, accurate, and current likeness of you. If you use any AI-assisted photo tool that OnGuard may make available — for example, to enhance the framing, lighting, or background of your headshot — the resulting photo must continue to be a recognizable, accurate likeness of you. You may not use AI tools to materially alter your facial features or to create a photo that is not a true likeness of you. OnGuard may, in its discretion, decline or remove photos that do not meet these standards.

7. RATINGS AND REVIEWS

7.1 Rating system. After a security engagement performed by a Vendor with you as a rostered Guard, the Platform may invite the Client, the Vendor, any Vendor administrator or point of contact associated with the engagement, and any other Guards who worked the engagement with you to submit a rating and (optionally) a comment about your work on that engagement. The Platform may also invite you to submit ratings and comments about other parties to that engagement.

7.2 Ratings are third-party opinions, not OnGuard determinations. Ratings and comments submitted to the Platform are the opinions of the submitting party, not of OnGuard. OnGuard hosts and surfaces ratings as a marketplace transparency feature; OnGuard does not author, validate, endorse, or guarantee the accuracy of any rating or comment, and OnGuard does not make any worker-classification, employment, rostering, eligibility, or routing determination about you on the basis of any individual rating or comment.

7.3 What is shown. The Platform may display, on your profile and in Pool browse, an aggregated rating (such as an average and a count) drawn from ratings submitted about you, and may make individual ratings and comments available to Vendors evaluating you for rostering. The Platform's display of ratings is for informational purposes only, is not a recommendation by OnGuard, and is not a substitute for any Vendor's or Client's own independent judgment about you.

7.4 Disputes. If you believe a rating or comment about you is inaccurate, defamatory, retaliatory, or otherwise violates the Acceptable Use Policy, you may submit a dispute through the Platform. OnGuard may, in its discretion and consistent with the AUP, remove or moderate ratings or comments that violate the AUP. OnGuard is not an adjudicator of employment-related disputes; any rating that reflects an employment decision is between you and the Vendor that submitted (or whose representative submitted) the rating.

7.5 You agree to rate honestly. When the Platform invites you to rate another Guard, a Vendor, a Client, or any other party, you agree to do so honestly, fairly, and consistent with the Acceptable Use Policy. You agree not to submit false, harassing, retaliatory, discriminatory, or unlawful ratings or comments.

8. ACCEPTABLE USE

8.1 AUP. Your use of the Platform is subject to the Acceptable Use Policy, which is incorporated here by reference.

8.2 Guard-specific prohibited conduct. Without limiting the AUP, you agree not to:

(a) misrepresent your identity, license status, training, certifications, work history, or eligibility to work;

(b) accept or appear at a Client site for a shift that no Vendor rostering you has authorized;

(c) share Client information, site information, post orders, incident reports, or other non-public information learned through the Platform with anyone outside the Vendor employing you for that work, the Client, and any party required by law, except as authorized in writing by the disclosing party;

(d) use the Platform to harass, threaten, or contact any Client representative, Guard, Vendor staff, or OnGuard employee outside the legitimate scope of your assigned work;

(e) tamper with or falsify time, location, incident, photo, or other records submitted through the Platform;

(f) circumvent a Vendor by attempting to contract directly with a Client introduced to you through that Vendor's engagement on the Platform during your rostering with that Vendor and for the period set by that Vendor's policies;

(g) use the Platform in any way that would cause a Vendor to violate its licensing obligations or any applicable law; or

(h) use AI-generated or AI-altered photos that do not constitute a true, recognizable likeness of you as your profile photo.

8.3 Reporting unlawful instructions. If a Vendor, a Client, or anyone else instructs you, through the Platform or otherwise, to do something you reasonably believe is unlawful or unsafe, you should refuse, report it to your Vendor, and — if appropriate — to law enforcement or the applicable regulator. You may also report it to OnGuard, but OnGuard is not your supervisor and cannot order you to act or not act.

9. PRIVACY, DATA, AND PLATFORM TOOLS

9.1 Privacy Policy. OnGuard's collection and use of information about you is governed by the Privacy Policy, which is incorporated here by reference.

9.2 What OnGuard collects about you. To operate the Platform, OnGuard collects information you provide (such as name, contact information, license credentials, identity-verification data, professional history, photos, and documents you upload) and information generated by your use of the Platform (such as login records, in-app messages, ratings, and records of shifts you confirm or report on). OnGuard processes this information as described in the Privacy Policy. With respect to data generated by a Vendor's use of the Platform Tools (see Section 9.3) about you as that Vendor's rostered Guard, your rostering Vendor is the data controller and OnGuard acts as the Vendor's data processor.

9.3 Platform Tools — integrated features, Vendor-operated. The Platform includes integrated workforce-coordination features that capture data about a rostered Guard's shift activity, including (without limitation) scheduling, shift check-in and check-out, GPS location, location "breadcrumb" capture during a shift, movement detection, time tracking, and similar workforce-coordination functionality (collectively, the "Platform Tools"). The Platform Tools are integrated features of the Platform — analogous to features offered by third-party workforce-management software such as Connecteam, Deputy, or When I Work — and a Vendor that rosters you uses the Platform Tools in the Vendor's capacity as your employer. Accordingly:

(a) Your rostering Vendor — not OnGuard — determines whether and how to use the Platform Tools with respect to you, what notices to give you, what consents (if any) to obtain from you under applicable privacy, wiretap, surveillance-disclosure, employee-monitoring, biometric, and labor laws, and what to do with the data captured.

(b) Your rostering Vendor — not OnGuard — determines any disciplinary, performance-management, training, scheduling, or other employment consequence (if any) of data captured through the Platform Tools.

(c) OnGuard does not direct, supervise, discipline, or compel any individual Guard's use of the Platform Tools, and OnGuard does not take employment action against any Guard arising from Platform Tool data. Any consequence to you arising from Platform Tool data is the result of your rostering Vendor's exercise of your rostering Vendor's own employment authority.

(d) OnGuard's use of Platform Tool data is limited to operating the Platform — including surfacing the data to your rostering Vendor, operating the routing and Client-coordination features, billing, and exercising OnGuard's marketplace-participation discretion described in the Vendor Agreement (which is a marketplace decision, not an employment decision regarding you).

(e) Shift-time location capture and your consent. When you check in to a shift through the Platform, the Platform Tools automatically record your device location during that shift — that is, for the period from your shift check-in to your shift check-out, and not at any other time. This lets your rostering Vendor confirm on-site presence and coordinate the shift, and includes periodic location capture during the shift ("breadcrumbs") where your rostering Vendor enables it. By creating a Guard account and using the Platform, you consent to OnGuard collecting, processing, and disclosing this shift-time location data to your rostering Vendor — and, where your rostering Vendor elects to share it, to the Client for the shift you are working — for the workforce-coordination purposes described in this Section 9. You give this consent once; it applies to each shift you work through the Platform, and no separate per-shift consent is required. OnGuard does not collect your location outside the check-in-to-check-out window. Whether to use shift-time location capture for any particular shift, and any employment consequence of the resulting data, is your rostering Vendor's decision as your employer under Sections 9.3(a)–(c); OnGuard provides the tool as your Vendor's processor and does not itself require your participation in, supervise, or take any employment action based on that location data.

9.4 Background checks — OnGuard is not a CRA. See Section 6.4.

9.5 Communications. The Platform may send you operational messages (email, in-Platform notification, push, and — where you provide a mobile number — SMS text message) about your Account, rostering invitations, document acceptances, security, and Platform changes. By providing a mobile number you consent to receive these operational text messages; they are transactional, and OnGuard does not send you marketing SMS. Message frequency varies and message-and-data rates may apply. You may opt out of SMS at any time by replying STOP, or reply HELP for assistance; opting out of SMS does not stop essential account or email notifications. You may opt out of other non-essential messages as described in the Privacy Policy.

9.6 Your data rights. Where applicable law (such as the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq.) gives you rights to access, delete, correct, or limit use of personal information OnGuard holds about you, you may exercise those rights as described in the Privacy Policy. Some requests may need to be routed to your rostering Vendor because the Vendor is the controller of your employment information.

10. INTELLECTUAL PROPERTY AND CONTENT

10.1 Platform IP. The Platform, including its software, content, and trademarks, is owned by OnGuard or its licensors. You receive a limited, non-exclusive, non-transferable, revocable license to access the Platform for the purpose of (a) being discoverable in the Pool, (b) participating in any Vendor's rostering process, and (c) performing work for any Vendor that has rostered you.

10.2 Your submissions. You retain any rights you have in content you submit (for example, an incident-report narrative, a photograph you upload, or a comment you post). You grant OnGuard a worldwide, royalty-free license to host, process, transmit, display, and back up that content for the purpose of operating the Platform and providing the services to Vendors and Clients consistent with the Privacy Policy and your visibility settings.

10.3 Feedback. If you give OnGuard suggestions about the Platform, OnGuard may use that feedback without obligation to you.

11. NO WARRANTIES; LIMITATION OF LIABILITY

11.1 As-is. To the maximum extent permitted by law, the Platform is provided "as is" and "as available." OnGuard disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

11.2 No reliance for employment, rostering, or hiring matters. OnGuard makes no representation or warranty that any Vendor will roster you, that any information surfaced through the Platform is complete, current, or sufficient for any employment, rostering, hiring, wage, scheduling, or safety decision, or that any Vendor or Client surfaced through the Platform is reputable, lawful, solvent, or suitable for you. You are responsible for your own independent judgment about any Vendor, Client, or opportunity.

11.3 Liability cap. To the maximum extent permitted by law, OnGuard's total liability to you under or relating to this Agreement is limited to one hundred U.S. dollars ($100). This cap does not apply to liability that cannot be limited under applicable law (for example, gross negligence, willful misconduct, or fraud).

11.4 Excluded damages. OnGuard is not liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost wages, lost profits, or lost opportunities, even if advised of the possibility.

11.5 Nothing waives non-waivable rights. Nothing in this Agreement limits any right you have that cannot be waived under applicable law, including rights against any Vendor as your employer and rights to file a complaint with a government agency.

12. SUSPENSION AND TERMINATION OF PLATFORM ACCESS

12.1 By you. You may stop using the Platform and request deactivation of your Account at any time by contacting OnGuard. If you are presently rostered by one or more Vendors, deactivating your Account does not, by itself, end any rostering — separately notify each Vendor under its own policies.

12.2 By a Vendor (with respect to that Vendor's rostering). A Vendor that has rostered you may end that rostering at any time under its own policies and applicable law. The Vendor's decision to end your employment is governed by your employment relationship with that Vendor and is not made by OnGuard. The end of a single Vendor's rostering does not, by itself, terminate your Account or your Pool membership.

12.3 By OnGuard. OnGuard may suspend or terminate your Account, your Pool visibility, or any specific Platform feature if (a) you breach this Agreement or the AUP, (b) your Guard Card or equivalent license is expired, suspended, or revoked, (c) any document, credential, or photo you have uploaded is found to be inauthentic, materially inaccurate, fraudulent, or in violation of Section 6.6, (d) repeated or material breach of Platform community standards surfaced through ratings or moderation, or (e) OnGuard reasonably believes continued access would create a legal, safety, or security risk to the Platform, a Vendor, a Client, or another user. An OnGuard suspension or termination of your Platform access, your Pool visibility, or any other Platform privilege is a marketplace-participation decision; it is not an employment action by any Vendor and does not, by itself, end any employment relationship between you and any Vendor. Only a Vendor can end your employment under that Vendor's rostering.

12.4 Effect of termination. Sections that by their nature should survive — including Sections 3 (Nature of the Platform), 4 (Pool), 5 (Rostering), 6 (Documents, Credentials, Background Checks), 7 (Ratings), 9 (Privacy), 10 (IP), 11 (Liability), 13 (Disputes), and 14 (General) — survive termination.

13. DISPUTE RESOLUTION

13.1 Scope. This Section 13 applies to disputes between you and OnGuard arising out of or relating to the Platform or this Agreement. It does not apply to any employment dispute between you and any Vendor. Employment disputes follow whatever process applies between you and the Vendor in question under the Vendor's policies and applicable law.

13.2 Informal resolution first. Before filing a formal dispute, you agree to send OnGuard a written notice of the dispute (to legal@onguardsolutions.io) and to negotiate in good faith for 30 days.

13.3 Arbitration. If the dispute is not resolved, you and OnGuard agree to resolve it by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules, before one arbitrator, in San Francisco, California (or by video conference at your election). Judgment on the award may be entered in any court of competent jurisdiction. This Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs interpretation and enforcement of this Section 13.

13.4 Class action waiver. You and OnGuard each waive any right to bring or participate in a class, collective, consolidated, or representative action against the other. The arbitrator may award relief only on an individual basis.

13.5 Carve-outs. Either party may (a) bring an individual action in small-claims court, (b) seek injunctive relief in court to protect intellectual property or confidential information, and (c) bring any claim that cannot lawfully be sent to arbitration.

13.6 30-day opt-out. You may opt out of the arbitration agreement and class-action waiver in Sections 13.3 and 13.4 by sending written notice to legal@onguardsolutions.io within 30 days after first accepting this Agreement. Opting out has no effect on any other part of this Agreement.

13.7 Non-applicability to PAGA and non-waivable rights. Nothing in this Section 13 prevents you from filing a claim with, or providing information to, the California Labor & Workforce Development Agency, the National Labor Relations Board, the Equal Employment Opportunity Commission, the California Civil Rights Department, BSIS, or any other government agency, or from exercising any other right that cannot be waived under applicable law.

14. GENERAL

14.1 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. If you reside in California, mandatory California consumer-protection and labor-related law applies to the extent it would otherwise apply.

14.2 Changes to this Agreement. OnGuard may update this Agreement from time to time. Material changes will be communicated to you through the Platform and, where appropriate, will require you to re-accept before continued use. Your continued use after the effective date of a non-material update constitutes acceptance of the update.

14.3 Notices. OnGuard may notify you through the Platform or to the email address on file with your Account. You may notify OnGuard at legal@onguardsolutions.io or 1066 Woods Bog Ave, Middleton, ID 83644, Attn: Legal.

14.4 Assignment. You may not assign this Agreement. OnGuard may assign it to an affiliate or to a successor in connection with a merger, acquisition, or sale of assets.

14.5 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision is modified to the minimum extent necessary to make it enforceable.

14.6 No waiver. A failure to enforce a provision is not a waiver of the right to enforce it later.

14.7 No third-party beneficiaries. This Agreement is between you and OnGuard. Vendors and Clients are not third-party beneficiaries, except that the no-employment / no-control framing in Sections 3, 4, 5, 6, 7, and 9 may be relied on by any Vendor or Client in any worker-classification or joint-employer analysis.

14.8 Entire agreement. This Agreement, together with the Terms of Service, AUP, Privacy Policy, and Marketplace Operator Disclosure, is the entire agreement between you and OnGuard regarding the Platform and supersedes any prior agreement on the same subject.

ACKNOWLEDGMENT

By clicking "I Agree" (or the equivalent), you confirm that you have read and understood this Agreement, that no Vendor's rostering of you makes OnGuard your employer, that OnGuard is a SaaS platform and not your employer, and that you agree to be bound by this Agreement.