MARKETPLACE OPERATOR DISCLOSURE

OnGuard Technologies, Inc.

1. PURPOSE OF THIS DISCLOSURE

This Marketplace Operator Disclosure is OnGuard Technologies, Inc.'s ("OnGuard") definitive statement of its role, the limits of that role, and the corresponding allocation of responsibility between OnGuard, the licensed security companies that use the Platform ("Vendors"), the security professionals employed by Vendors ("Guards"), and the businesses that procure security services through the Platform ("Clients"). This Disclosure is incorporated by reference into every OnGuard agreement and governs in the event of any conflict regarding OnGuard's role.

2. WHAT ONGUARD IS

OnGuard is a Delaware C-corporation operating a software-as-a-service ("SaaS") technology platform (the "Platform"). The Platform is a two-sided marketplace that enables:

Clients to discover, contract with, and coordinate security services from independently owned, licensed Vendors; and
Vendors to discover Client engagements, manage their Guard rosters within the Platform, and route invoicing and payment through Platform tools.

OnGuard is a technology company. OnGuard's product is software.

3. WHAT ONGUARD IS NOT

For absolute clarity, OnGuard is not:

(a) a security services provider;
(b) a Private Patrol Operator ("PPO") or Proprietary Security Employer ("PSE") under California Bus. & Prof. Code §§ 7580 et seq. or any analogous state security-services licensing statute;
(c) a staffing agency, labor contractor, professional employer organization, employee leasing company, or worker cooperative;
(d) the employer or joint employer of any Guard;
(e) the supervisor of any Guard or Vendor;
(f) a paymaster of any Guard;
(g) a "client employer" of Guards under Cal. Lab. Code § 2810.3 or any analogous statute;
(h) a party to the security services contract between a Client and a Vendor; or
(i) a guarantor of Vendor or Guard performance, qualifications, availability, or conduct.

4. EMPLOYMENT RELATIONSHIPS: WHO EMPLOYS WHOM

4.1 Vendors are the sole employers of Guards. Each Vendor that uses the Platform is, as a matter of law and operational fact, the sole and exclusive employer (or, in limited cases permitted by state law, the sole independent-contractor engager) of the Guards on its roster. Vendors:

hire, fire, discipline, train, supervise, evaluate, and pay their Guards;
set wages, hours, scheduling, working conditions, and benefits;
carry workers' compensation insurance, employer liability insurance, and any required commercial insurance;
file employment taxes, issue W-2s or 1099s, and comply with all wage-and-hour, anti-discrimination, leave, and workplace-safety laws;
maintain all required security-services licenses, including, in California, a PPO license under Cal. Bus. & Prof. Code § 7582 or PSE registration under § 7574.01;
comply with state guard-registration / "guard card" laws including, in California, registration under Cal. Bus. & Prof. Code § 7583.6 and required Power-to-Arrest and other training; and
own the employment relationship for all purposes under federal, state, and local law.

4.2 OnGuard does not direct or control Vendors' or Guards' manner or means of work. The Platform provides matching, scheduling visibility, messaging, document storage, ratings, and payment-routing tools that operate as information and coordination aids. The Platform does not exercise direction or control over how, when, where, by whom, or by what method security services are performed. Final decisions about which Guard works which assignment, what training a Guard receives, what uniform or equipment a Guard uses, how a Guard is supervised, and what wage a Guard earns rest exclusively with the Vendor.

4.3 Clients contract directly with Vendors for security services. When a Client engages a Vendor through the Platform, the Client and the Vendor form a direct, separate contractual relationship for security services. OnGuard is not a party to that contract.

4.4 Vendor-Guard employment agreements — OnGuard is infrastructure only. The Platform offers Vendors document-storage and electronic-signature tooling that a Vendor may, at its option, use to deliver and obtain Guard signature on the Vendor's own employment agreement with the Vendor's Guards. OnGuard does not draft, review, modify, audit, validate, recommend, endorse, or supply a template for the content of any such agreement. Each Vendor-Guard employment agreement is between the Vendor (as employer) and the Guard (as employee); its terms — wages, hours, classification, benefits, leave, arbitration, restrictive covenants, and every other provision — are set by the Vendor, not by OnGuard. OnGuard's hosting of the file and the signature surface does not make OnGuard a party to the agreement, a drafter of the agreement, an endorser of the agreement's adequacy, or an employer or joint employer of the Guard. Any Platform compliance gate keyed to whether such an agreement is on file is a passive, binary indicator (present/absent) — not an OnGuard validation of the agreement's substantive content. Vendor responsibility for the content and adequacy of its Vendor-Guard employment agreement is reinforced contractually in the Vendor Agreement (OGT-LEGAL-VEN-001) § 2.5 and indemnification § 13(i).

5. CALIFORNIA-SPECIFIC POSITIONING

5.1 Private Security Services Act. California requires that Guards be employed (or, in limited cases, engaged) by a licensed PPO or registered PSE. There is no recognized "independent contractor security guard" pathway under the Act for general open-market work. Because OnGuard is neither a PPO nor a PSE, OnGuard cannot, as a matter of state licensing law, be the employer of any Guard. Vendors must be — and are.

5.2 Cal. Lab. Code § 2810.3. OnGuard is not a "labor contractor" within the meaning of Cal. Lab. Code § 2810.3 because OnGuard does not "supply workers" to Clients. Vendors supply Guards. OnGuard supplies software.

5.3 Cal. Lab. Code § 2810 Safe Harbor. The Platform supports inclusion of the itemized terms identified in Cal. Lab. Code § 2810(d) within Client–Vendor service contracts to permit Clients to invoke the rebuttable presumption of compliance with § 2810.

5.4 Cal. Lab. Code § 2775 / AB 5 (ABC Test). To the extent the Dynamex ABC test or its statutory codification applies to any analysis of OnGuard's relationship with Vendors or Guards, OnGuard's position is:

(a) Prong A — Freedom from Control. OnGuard does not direct or control Vendors' or Guards' performance of security services. Platform features are matching and information tools, not direction.
(b) Prong B — Outside Usual Course of Business. Security services are not within OnGuard's usual course of business. OnGuard's usual course of business is software. Security services are within Vendors' usual course of business.
(c) Prong C — Customarily Engaged in Independent Trade. Vendors are independently owned and operated security businesses, separately licensed, customarily engaged in security services to many Clients beyond those reached through the Platform.

OnGuard's relationship to Vendors is structured to qualify for the business-to-business exemption under Cal. Lab. Code § 2776, with the Borello multifactor test applying where the § 2776 elements are satisfied. (See OnGuard's separate AB 5 / Borello Analysis Memo for the underlying authorities.)

5.5 Cal/OSHA Workplace Violence Prevention (Cal. Lab. Code § 6401.9). Where a Workplace Violence Prevention Plan is required at a Client site, the Client coordinates implementation directly with the Vendor, in accordance with the multi-employer coordination requirement of § 6401.9(c)(8). OnGuard does not draft, supply, audit, or enforce Workplace Violence Prevention Plans.

6. PLATFORM FEATURES: WHAT THE PLATFORM DOES AND DOES NOT DO

Platform Feature	What It Is	What It Is Not
Matching algorithm	Information tool surfacing Vendors that meet Client-stated criteria.	An assignment of a Guard to a job.
Vendor ratings	Aggregated Client feedback about a Vendor entity.	Discipline, supervision, or performance management of any Guard.
Scheduling visibility	Calendar and shift display to Vendor and Client.	Platform-set Guard schedules. Schedules are set by Vendors.
Messaging	Communication channel between Client, Vendor, and (where Vendor permits) Guards.	A direct supervisory channel from OnGuard to Guards.
Document storage	Repository for Vendor-uploaded licenses, certificates, and Client-issued site documentation.	An OnGuard certification, verification, or endorsement of Guard credentials.
Payment routing	Limited-agency disbursement of Client payments to Vendors via Stripe.	Paymaster services to Guards. Vendors pay their Guards.
Background-check facilitation	Optional connector to a third-party consumer reporting agency (Checkr) initiated by Vendor.	A consumer reporting agency. OnGuard is not a CRA under the FCRA.
GPS / time tracking (if used)	Vendor-controlled feature; Vendor decides whether to enable for its workforce.	An OnGuard-enforced surveillance of Guards.
Vendor employment-agreement e-signature & storage	Tooling for a Vendor to upload its own Vendor-Guard employment agreement, obtain Guard counter-signature in-app, and store the executed file. Comparable in posture to DocuSign or Adobe Sign hosting a third-party employment contract.	An OnGuard-authored, OnGuard-reviewed, or OnGuard-endorsed employment agreement. OnGuard does not draft, audit, validate, parse, or supply a template for the agreement's content.

7. WHAT WE ASK CLIENTS AND VENDORS TO NEVER DO

To preserve the integrity of the marketplace structure and the legal separateness of the parties, Clients and Vendors must not (and OnGuard's contracts prohibit):

representing in any communication that a Guard is an OnGuard employee;
directing operational complaints about a Guard to OnGuard rather than to the Vendor employer;
requesting that OnGuard set, change, or enforce Guard wages, hours, schedules, training, uniforms, or discipline;
relying on OnGuard as a source of workers' compensation, employment liability, or wage-and-hour compliance for Guards;
representing — to a Guard, a Client, a regulator, or any other third party — that OnGuard has drafted, reviewed, approved, or endorsed the content of any Vendor-Guard employment agreement uploaded to or executed via the Platform's document-storage and e-signature tooling;
circumventing the Vendor employer relationship to engage Guards directly through the Platform.

8. WHO TO CONTACT

For	Contact
Operational, performance, or supervisory issues about a Guard	The Vendor (employer of record)
Wage, hour, payroll, or benefits issues regarding a Guard	The Vendor (employer of record)
Workplace-safety incidents at Client sites	Vendor and Client jointly; Cal/OSHA as required
Platform technical support	support@onguardsolutions.io
Privacy / data subject requests	privacy@onguardsolutions.io
Legal notices	legal@onguardsolutions.io
Regulatory inquiries about OnGuard's role	legal@onguardsolutions.io

9. UPDATES

OnGuard will update this Disclosure as the regulatory landscape evolves. Material changes will be communicated via the Platform and reflected in an updated effective date. The current version is always available at https://onguardsolutions.io/legal/marketplace-operator-disclosure.

End of Marketplace Operator Disclosure.