SUBSCRIPTION AGREEMENT

Software subscription terms between OnGuard Technologies, Inc. and the subscribing security company.

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") and offers subscription software modules to security businesses, including (i) Manage — workforce-management tooling a security business uses to coordinate its own security personnel (scheduling, shift check-in/out, roster management, location and time capture, and related coordination features) — and (ii) Hire — a neutral listing, search, and messaging tool a security business uses to post openings and source security personnel who have independently listed themselves (each a "Module").

B. The subscribing party identified during the in-app subscription flow ("Subscriber") is an independently owned and operated security business that holds the licenses required to provide security services in the jurisdictions in which it operates and is the sole employer (or, where lawful, independent-contractor engager) of its security personnel ("Guards").

C. OnGuard is a software-as-a-service provider. Its product is software. OnGuard is not a security services provider, a staffing agency, a temporary-services employer, a labor contractor, a professional employer organization, a "client employer" under Cal. Lab. Code § 2810.3, an employer or joint employer of any Guard, or a party to any Subscriber-Client security services contract. Subscribing to any Module — including Manage, which the Subscriber uses to manage its own workforce, and Hire, which is a neutral sourcing tool — does not create any employment, joint-employment, agency, partnership, joint-venture, co-employer, staffing-agency, labor-contractor, or paymaster relationship between OnGuard and the Subscriber or between OnGuard and any Guard. OnGuard does not recruit, screen, vet, rank, match, assign, schedule, direct, supervise, discipline, evaluate, train, background-check, pay, or terminate any Guard, and does not participate in the Subscriber's hiring or employment decisions.

D. The parties intend that their relationship qualify for the business-to-business exemption under Cal. Lab. Code § 2776 and equivalent exemptions in other jurisdictions, such that any worker-classification analysis is performed under the multifactor test of S.G. Borello & Sons, Inc. v. Dep't of Indus. Rels., 48 Cal.3d 341 (1989), and the Subscriber remains the sole employer of its Guards.

E. This Agreement governs the Subscriber's subscription to, and use of, the Modules. It is separate from and independent of (i) any Vendor Agreement or Master Services Agreement governing the Subscriber's participation in OnGuard's marketplace and its fulfillment of Client engagements, and (ii) any security services contract between the Subscriber and a Client.

By selecting a plan and clicking to accept, or by accessing or using a Module, the Subscriber agrees to this Agreement. In consideration of the mutual covenants set forth herein, the parties agree as follows.

1. DEFINITIONS

1.1 "Active Guard" means, for a given Billing Period, a Guard on the Subscriber's roster within a Module whose status causes the Guard to be counted as a billing unit under the Subscriber's Plan (e.g., a non-archived roster member). Seat metering is described in § 4.

1.2 "Authorized User" means an individual the Subscriber permits to access the Modules on its behalf (e.g., the Subscriber's owners, administrators, schedulers, and staff).

1.3 "Fees" means the subscription and usage charges for the Subscriber's Plan, as displayed in the Order and on OnGuard's pricing page at the time of subscription or renewal.

1.4 "Free Tier" means a no-charge usage level OnGuard may make available for a Module, subject to the limits stated in the Order (for example, a capped number of Active Guards under Manage).

1.5 "Guard" means an individual security professional employed or lawfully engaged by the Subscriber, or an individual who has independently listed a profile through the Hire Module.

1.6 "Module" means a subscription software product OnGuard makes available on the Platform, including Manage and Hire, and any additional module OnGuard offers from time to time.

1.7 "Order" means the plan, Module selection, pricing, and billing terms the Subscriber selects and confirms through the in-app subscription flow, which incorporates the then-current Fees. Each Order is governed by and incorporated into this Agreement.

1.8 "Plan" means the Module, tier, and pricing the Subscriber subscribes to under an Order (e.g., a Free, per-Active-Guard, or access-fee plan).

1.9 "Platform" means OnGuard's software-as-a-service platform and its Modules.

1.10 "Subscriber Data" means data the Subscriber or its Authorized Users submit to or generate within the Modules, including client records, roster and scheduling data, and personal data concerning the Subscriber's Guards.

2. SUBSCRIPTION AND LICENSE GRANT

2.1 Grant. Subject to this Agreement and payment of Fees, OnGuard grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the subscribed Modules for the Subscriber's own internal business operations during the subscription term.

2.2 Authorized Users. The Subscriber may permit its Authorized Users to access the Modules and is responsible for their acts and omissions and for their compliance with this Agreement. The Subscriber will keep account credentials confidential and is responsible for activity under its account.

2.3 Restrictions. The Subscriber will not, and will not permit any person to: (a) resell, sublicense, rent, or provide the Modules to any third party as a service bureau or on a time-sharing basis; (b) reverse-engineer, decompile, or attempt to derive source code, except as permitted by law; (c) circumvent or manipulate Fee metering (including under-reporting Active Guards or off-Module workarounds designed to avoid Fees); (d) scrape, harvest, or bulk-extract data except through features OnGuard provides; (e) use the Modules to build a competing product; or (f) use the Modules in violation of law or the Acceptable Use Policy.

2.4 Reservation. OnGuard reserves all rights not expressly granted. No rights are granted by implication.

3. THE MODULES; NO EMPLOYMENT FUNCTION

3.1 Manage (Subscriber's Own Workforce). Manage provides workforce-coordination tooling — including scheduling, shift check-in and check-out, roster management, location and "breadcrumb" capture during a shift, movement detection, time capture, and similar functionality — that the Subscriber uses to coordinate its own security personnel. These are the Subscriber's tools, deployed by the Subscriber in its capacity as employer. OnGuard does not require, enforce, direct, or apply any Manage feature against any Guard; the decision whether and how to schedule, track, or otherwise manage any Guard rests solely with the Subscriber. OnGuard neither sets nor modifies any Guard's wages, assigns any Guard to any shift, nor disciplines, evaluates, trains, or terminates any Guard.

3.2 Hire (Neutral Sourcing Tool). Hire lets the Subscriber post openings and search and message security personnel who have independently listed profiles. Hire is a neutral listing and search tool. OnGuard does not recruit, screen, vet, rank, score, match, recommend, endorse, background-check, or place any individual, and does not participate in the Subscriber's hiring decisions, which rest solely with the Subscriber. OnGuard does not act as a staffing agency or employment agency. Any decision to interview, hire, engage, or reject any individual is the Subscriber's alone, and the Subscriber is solely responsible for conducting its hiring in compliance with applicable equal-opportunity, anti-discrimination, background-check (including FCRA, 15 U.S.C. §§ 1681 et seq., and applicable state consumer-reporting laws), and licensing laws. OnGuard is not a consumer reporting agency.

3.3 Platform-Integrity Features. Certain features of the Platform preserve the integrity of the software service — for example, in-app messaging that limits the exchange of direct off-Platform contact information during the pre-hire discovery phase. Such features protect OnGuard's Platform and marketplace from circumvention; they are not a means of directing, controlling, or restricting any Guard's employment, and OnGuard applies no such restriction to communications between the Subscriber and its own already-engaged Guards.

3.4 Changes to Modules. OnGuard may add, modify, or discontinue Module features. OnGuard will not materially degrade the core functionality of a paid Module during a paid Billing Period without a corresponding remedy (such as a pro-rated credit or the ability to cancel).

4. FEES; SEATS; BILLING

4.1 Fees and Plans. The Subscriber pays the Fees for its Plan as displayed in the Order and on OnGuard's pricing page at the time of subscription or renewal. OnGuard's plans may include a Free Tier, per-Active-Guard (seat-metered) pricing for Manage, and an access fee for Hire, together with any usage-based charges OnGuard publishes. The specific Fees, tiers, and any Free-Tier limits applicable to the Subscriber are those shown in the Subscriber's Order.

4.2 Seat Metering. Where a Module is priced per Active Guard, the billable quantity for a Billing Period is the number of the Subscriber's Active Guards in that Module. The Subscriber's Active-Guard count may be synchronized automatically as the Subscriber adds, archives, or removes Guards, and changes are pro-rated in accordance with § 4.4. The Subscriber is responsible for maintaining an accurate roster.

4.3 Billing Period; Auto-Renewal. Subscriptions are billed in advance on a recurring basis for the interval stated in the Order (the "Billing Period"; monthly unless the Order states otherwise). Each subscription automatically renews for successive Billing Periods until cancelled under § 11. By subscribing, the Subscriber authorizes OnGuard and its payment processor to charge the Subscriber's payment method for the Fees each Billing Period until cancellation.

4.4 Proration. Mid-period changes to seat quantity or Plan are pro-rated to the Subscriber's billing anchor date and reflected on the next invoice or by an adjusting charge, consistent with the payment processor's proration.

4.5 Taxes. Fees are exclusive of taxes. The Subscriber is responsible for all sales, use, VAT, and similar taxes (excluding taxes on OnGuard's net income).

4.6 Price Changes. OnGuard may change Fees on at least thirty (30) days' notice (by email or in-app), effective at the start of the next Billing Period after the notice period. Continued use after the change takes effect constitutes acceptance; if the Subscriber does not agree, its sole remedy is to cancel before the change takes effect.

4.7 Past-Due Amounts; No Refunds. Fees are non-refundable except where required by law. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and OnGuard may suspend or downgrade the subscription under § 11 for non-payment.

5. PAYMENT PROCESSING

5.1 Processor. OnGuard uses a third-party payment processor (e.g., Stripe) to bill and collect Fees. The Subscriber authorizes OnGuard, through its processor, to store its payment method and to automatically charge the Fees when due. Payment-card and bank data are handled by the processor under its terms; OnGuard does not store full payment credentials.

5.2 Failed Payments. If a charge fails, OnGuard (or its processor) may retry, and OnGuard may suspend access to, or downgrade, the affected Module until payment is made current.

5.3 Subscription-Only Charge. This Agreement authorizes charges for the Subscriber's software subscription only. It does not itself authorize, and OnGuard does not by virtue of this Agreement take custody of or route, any payment between the Subscriber and any Client or between the Subscriber and any Guard; such payments (if any) are governed by separate agreements and are not the subject of this Agreement.

6. NO EMPLOYMENT; NO AGENCY; SOFTWARE ONLY (CORE PROTECTION)

6.1 Independent Parties. The Subscriber and OnGuard are independent contracting parties. Neither party, nor its personnel, is an employee, agent, partner, or joint venturer of the other. No Authorized User or Guard is an employee, agent, or joint-employee of OnGuard.

6.2 Subscriber Is Sole Employer. The Subscriber is and at all times remains the sole and exclusive employer (or, where lawful, independent-contractor engager) of each Guard on its roster. The Subscriber retains sole discretion and control over the recruiting, hiring, supervision, discipline, training, scheduling, evaluation, compensation, benefits, and termination of its Guards, and is solely responsible for payroll, employment taxes, workers' compensation and employer's-liability insurance, wage-and-hour compliance, anti-discrimination and leave-law compliance, worker-safety obligations (including any workplace-violence-prevention plan under Cal. Lab. Code § 6401.9), and all other employment obligations.

6.3 Software, Not Direction. The Modules are software tools that surface information and coordinate the Subscriber's own operations. Providing these tools does not confer on OnGuard, and OnGuard does not exercise, any authority to direct or control the manner or means by which the Subscriber or its Guards perform security services or the Subscriber's employment or hiring decisions.

6.4 Statutory Positioning. The parties intend that this Agreement and the Modules be construed consistently with: the California Private Security Services Act (Cal. Bus. & Prof. Code §§ 7580 et seq.), which requires Guards to be employed by a licensed operator; the business-to-business exemption under Cal. Lab. Code § 2776; the safe harbor of Cal. Lab. Code § 2810(d) (a business's use of a third party's software or tools does not by itself establish employment or joint employment); and analogous provisions in other jurisdictions.

6.5 No Contrary Representations. The Subscriber will not represent to any Guard, Client, regulator, or other third party that OnGuard is the employer or joint employer of any Guard, that OnGuard recruits, screens, matches, or places Guards, or that OnGuard directs or controls the Subscriber's workforce.

7. SUBSCRIBER OBLIGATIONS AND ACCEPTABLE USE

7.1 Lawful Use. The Subscriber will use the Modules in compliance with all applicable laws and with OnGuard's Acceptable Use Policy (incorporated by reference), and will maintain all licenses, permits, and authorizations required for its business.

7.2 Hiring Compliance. The Subscriber is solely responsible for the lawfulness of its use of Hire, including compliance with equal-opportunity, anti-discrimination, ban-the-box, background-check, and licensing laws. OnGuard provides a neutral tool and takes no part in the Subscriber's hiring decisions.

7.3 Accurate Reporting. The Subscriber will maintain accurate roster and account information and will not manipulate the Modules to under-report Active Guards or otherwise avoid Fees.

7.4 Responsibility for Data and Users. The Subscriber is responsible for its Subscriber Data, for obtaining any consents required to submit personal data (including Guard data) to the Modules, and for the acts of its Authorized Users.

8. DATA, PRIVACY, AND CONFIDENTIALITY

8.1 Ownership. As between the parties, the Subscriber owns Subscriber Data. The Subscriber grants OnGuard a non-exclusive license to host, process, and use Subscriber Data to provide, secure, and improve the Platform, and to produce de-identified and aggregated analytics that do not identify the Subscriber, any Client, or any Guard.

8.2 Data Processing. Where OnGuard processes personal data on the Subscriber's behalf, the parties' Data Processing Agreement (incorporated by reference) governs that processing. OnGuard's Privacy Policy describes OnGuard's own processing.

8.3 Confidentiality. Each party will protect the other's non-public information disclosed under this Agreement using at least reasonable care and will use it only to perform under this Agreement, excluding information that is public, independently developed, or rightfully received from a third party.

9. INTELLECTUAL PROPERTY

9.1 OnGuard IP. OnGuard and its licensors own all rights in the Platform, the Modules, and all related software, documentation, and improvements. This Agreement grants only the limited access rights in § 2.

9.2 Feedback. If the Subscriber provides suggestions or feedback, OnGuard may use them without restriction or obligation.

10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual. Each party represents that it is duly organized and has authority to enter this Agreement.

10.2 Subscriber. The Subscriber represents that (a) it holds all licenses required to operate its security business (including, where applicable, a Private Patrol Operator license under Cal. Bus. & Prof. Code § 7582 or Proprietary Security Employer registration under § 7574.01); (b) it is the sole employer of its Guards; and (c) information it provides to OnGuard is true and accurate.

11. TERM; SUSPENSION; TERMINATION

11.1 Term. This Agreement takes effect when the Subscriber first accepts it or accesses a Module and continues while the Subscriber maintains any subscription (including a Free Tier).

11.2 Cancellation by Subscriber. The Subscriber may cancel a paid subscription at any time through the in-app billing controls or the payment processor's billing portal. Cancellation takes effect at the end of the then-current Billing Period; the Subscriber retains access through that period and is not charged for the next period. Fees already paid are non-refundable except as required by law.

11.3 Suspension and Termination by OnGuard. OnGuard may suspend or downgrade a Module for non-payment (§ 4.7, § 5.2) or suspend or terminate for the Subscriber's material breach (including violation of § 2.3, § 6.5, or the Acceptable Use Policy) that is not cured within ten (10) days of notice, or immediately where the breach is incapable of cure or where continued access poses a security or legal risk.

11.4 Effect of Termination. On termination of a paid subscription, the Subscriber's paid access ends or downgrades to any available Free Tier. For thirty (30) days after termination, OnGuard will make Subscriber Data available for export through then-available features, after which OnGuard may delete it, subject to legal-retention and archival needs. Sections that by their nature should survive (including §§ 6, 8, 9, 12, 13, and 15) survive termination.

12. DISCLAIMERS

12.1 As-Is. EXCEPT AS EXPRESSLY STATED, THE PLATFORM AND MODULES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND ONGUARD DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ONGUARD DOES NOT WARRANT THAT THE MODULES WILL BE UNINTERRUPTED OR ERROR-FREE.

12.2 No Responsibility for Subscriber Decisions. ONGUARD IS NOT RESPONSIBLE FOR THE SUBSCRIBER'S EMPLOYMENT, HIRING, SCHEDULING, OR WORKFORCE DECISIONS, FOR THE CONDUCT OF ANY GUARD, CLIENT, OR APPLICANT, OR FOR THE SUBSCRIBER'S COMPLIANCE WITH EMPLOYMENT, LICENSING, OR CONSUMER-REPORTING LAWS. THE MODULES ARE TOOLS; THE SUBSCRIBER IS RESPONSIBLE FOR HOW IT USES THEM.

13. LIMITATION OF LIABILITY

13.1 Exclusion. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE, ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

13.2 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE SUBSCRIBER TO ONGUARD IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

13.3 Carve-Outs. The exclusion and cap do not apply to the Subscriber's payment obligations, the Subscriber's indemnification obligations under § 14, or a party's liability for its willful misconduct, or to the extent a limitation is unenforceable under applicable law.

14. INDEMNIFICATION

14.1 By Subscriber. The Subscriber will defend, indemnify, and hold harmless OnGuard and its officers, directors, employees, and agents from any third-party claim, and any resulting loss, arising from (a) the Subscriber's use of the Modules; (b) the Subscriber's employment, hiring, or workforce decisions or its use of Hire; (c) the Subscriber's breach of this Agreement or violation of law; or (d) any claim, by a Guard, applicant, agency, or other person, alleging that OnGuard is the employer, joint employer, staffing agency, labor contractor, or paymaster of any Guard, arising from the Subscriber's conduct, instructions, or use of the Modules.

14.2 Procedure. OnGuard will promptly notify the Subscriber of the claim, allow the Subscriber to control the defense (with OnGuard's reasonable cooperation), and not settle a claim admitting OnGuard's fault without OnGuard's consent. OnGuard may participate with its own counsel at its expense.

15. GOVERNING LAW; DISPUTE RESOLUTION

15.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, except that for a Subscriber resident or organized in California, the mandatory provisions of California law apply where they would otherwise control.

15.2 Arbitration; Class Waiver. Any dispute arising from this Agreement will be resolved by binding arbitration administered by JAMS under its Comprehensive Rules, seated in Delaware (or, for a California Subscriber, in the county of its principal place of business), before a single arbitrator. Each party waives any right to participate in a class, collective, or representative action. A party may bring an individual claim in small-claims court where eligible, and either party may seek injunctive relief in court to protect intellectual property or confidential information.

15.3 Opt-Out. The Subscriber may opt out of § 15.2 by written notice to legal@onguardsolutions.io within thirty (30) days of first accepting this Agreement; opting out does not affect the other terms.

16. CHANGES TO THIS AGREEMENT

OnGuard may update this Agreement by posting a revised version and updating the version and effective date, and will provide notice of material changes (by email or in-app). Changes take effect on the stated effective date; continued use of a Module after that date constitutes acceptance. Each version the Subscriber accepts, and the version in effect when the Subscriber uses a Module, governs use during that period.

17. GENERAL

17.1 Entire Agreement; Precedence. This Agreement and the Subscriber's Order(s), together with the policies incorporated by reference (Acceptable Use Policy, Privacy Policy, and Data Processing Agreement), are the entire agreement on their subject matter and supersede prior understandings about the software subscription. In case of conflict, the order of precedence is: (1) the Order, (2) this Agreement, (3) the incorporated policies. This Agreement does not modify any Vendor Agreement or Master Services Agreement, which separately govern marketplace participation and Client fulfillment; each governs its own subject matter.

17.2 Assignment. The Subscriber may not assign this Agreement without OnGuard's consent, except to a successor to its business that assumes this Agreement. OnGuard may assign to an affiliate or successor.

17.3 Amendments; Waiver; Severability. Except as provided in § 16, amendments must be in a writing agreed by both parties. A failure to enforce is not a waiver. If a provision is unenforceable, the rest remains in effect and the provision is modified to the minimum extent necessary.

17.4 Notices. OnGuard may give notice by email or in-app. The Subscriber gives notice to legal@onguardsolutions.io.

17.5 Force Majeure. Neither party is liable for delay or failure due to causes beyond its reasonable control.

17.6 Independent Contractors; No Third-Party Beneficiaries. The parties are independent contractors. This Agreement creates no third-party beneficiary rights, including in any Guard, applicant, or Client.

17.7 Electronic Acceptance; Counterparts. The Subscriber accepts this Agreement electronically by clicking to accept or by accessing a Module. Electronic acceptance has the same effect as a handwritten signature. This Agreement may be accepted in counterparts.

17.8 Headings. Headings are for convenience only and do not affect interpretation.

OnGuard Technologies, Inc. is a software-as-a-service technology provider. It is not a security services provider, a staffing agency, or the employer or joint employer of any security guard. Security services are provided by licensed security businesses that are the sole employers of their guards.