Terms of Service
- Version
- 2.2
- Effective
- 2026-06-22
TERMS OF SERVICE
OnGuard Technologies, Inc.
1. ACCEPTANCE
These Terms of Service ("Terms") are a legal agreement between you ("you," "User") and OnGuard Technologies, Inc., a Delaware corporation ("OnGuard," "we," "us," or "our"). By accessing or using OnGuard's software-as-a-service technology platform, website, applications, APIs, and related services (collectively, the "Platform"), you agree to these Terms, the Privacy Policy, and the Acceptable Use Policy ("AUP"). If you use the Platform on behalf of an organization, you represent that you have authority to bind that organization.
If you do not agree to these Terms, do not use the Platform.
2. WHAT ONGUARD IS — AND IS NOT
2.1 OnGuard operates a software-as-a-service technology platform that enables Clients (businesses seeking security services) to discover, contract with, and coordinate security services from licensed Vendors (security companies) and their rostered Guards (security professionals).
2.2 OnGuard is a SaaS platform. OnGuard is not a security services provider, a staffing agency, an employer of any Guard, or a joint employer with any Vendor. Vendors are the lawful employers of the Guards under applicable state security-licensing statutes (in California, Cal. Bus. & Prof. Code §§ 7580 et seq.). The Marketplace Operator Disclosure (https://onguardsolutions.io/legal/marketplace-operator-disclosure) is the canonical statement of OnGuard's role and is incorporated by reference.
2.3 OnGuard does not direct or control the manner or means by which security services are performed. Platform features such as matching, scheduling visibility, messaging, document storage, ratings, and payment routing operate as informational and coordination aids only. Final assignment, scheduling, supervision, discipline, training, and payment decisions concerning Guards rest exclusively with Vendors.
3. ELIGIBILITY AND ACCOUNTS
3.1 You must be at least 18 years old and capable of forming a binding contract.
3.2 You agree to provide accurate, current, and complete registration information and to maintain and update it.
3.3 You are responsible for safeguarding your credentials and for all activity under your account. Notify legal@onguardsolutions.io of any unauthorized access promptly.
4. USER ROLES AND OBLIGATIONS
4.1 Clients shall: (a) provide accurate job specifications and site information; (b) maintain safe working conditions and comply with applicable workplace-safety law (including Cal. Lab. Code § 6401.9 where applicable); (c) coordinate operational and workplace-safety matters directly with Vendors; (d) acknowledge that Guards are engaged by Vendors, not by OnGuard; (e) include the safe-harbor itemizations of Cal. Lab. Code § 2810(d) in security-services contracts where applicable; and (f) timely pay all fees due.
4.2 Vendors represent and warrant that they: (a) hold all required licenses to provide security services in each jurisdiction of operation (e.g., a CA Private Patrol Operator license under Cal. Bus. & Prof. Code § 7582); (b) employ or lawfully engage Guards and are the sole employer of each Guard on their roster; (c) maintain payroll, tax, workers' compensation, and other employment compliance; (d) perform required background checks in compliance with the FCRA and state law; and (e) are solely responsible for the conduct, supervision, training, and discipline of their Guards.
4.3 Guards shall: provide true and complete credentials, maintain current licenses (e.g., a CA BSIS guard-card registration under Cal. Bus. & Prof. Code § 7583.6), follow Vendor and Client instructions while on assignment, and perform services professionally and lawfully.
5. ACCEPTABLE USE
The Acceptable Use Policy (https://onguardsolutions.io/legal/acceptable-use-policy) governs all use of the Platform. Material breach of the AUP is a material breach of these Terms.
6. FEES, PAYMENTS, AND REFUNDS
6.1 Use of the Platform may require payment of subscription, transaction, or other fees as disclosed prior to order confirmation.
6.2 Payments are processed by third-party payment providers (currently Stripe). You authorize OnGuard and its processors to charge your payment method.
6.3 OnGuard does not store full payment card numbers.
6.4 Refunds, if any, are at OnGuard's discretion and subject to the policy stated at the time of purchase. Disputes regarding amounts owed by Client to Vendor for security services are between Client and Vendor.
7. MARKETPLACE STRUCTURE
7.1 OnGuard is solely a technology intermediary. Vendors contract directly with Clients for security services. OnGuard facilitates Vendor discovery and coordination through the Platform; Vendors remain independent contractors and OnGuard does not warrant Vendor qualifications, performance, or suitability for any specific Client site.
7.2 OnGuard is not a party to any Vendor-Client security services contract and has no liability for Vendor or Guard performance.
7.3 No Duty to Protect; No Responsibility for Security Outcomes. OnGuard provides software only and does not provide security services, guard personnel, or physical protection of any person or property. OnGuard owes no duty of care to protect any person or property, does not guarantee the safety of any site, person, or event, and is not responsible or liable for the acts, omissions, performance, or non-performance of any Vendor or Guard, or for any injury, death, loss, theft, or property damage occurring at or in connection with any site or engagement. Responsibility for security services and site safety rests exclusively with the Vendor (as the licensed provider and employer) and, as applicable, the Client.
8. INTELLECTUAL PROPERTY
8.1 OnGuard and its licensors own all right, title, and interest in the Platform. You receive a limited, non-exclusive, non-transferable, non-sublicensable license to use the Platform as permitted by these Terms.
8.2 You may not copy, reproduce, distribute, modify, reverse engineer, or create derivative works of the Platform except as expressly permitted.
8.3 Feedback you provide may be used by OnGuard without restriction or compensation.
9. PRIVACY AND DATA PROTECTION
9.1 Use of the Platform is governed by the OnGuard Privacy Policy (https://onguardsolutions.io/legal/privacy-policy).
9.2 Where OnGuard processes Personal Information on a Client's behalf, the Data Processing Agreement governs that processing.
9.3 Vendors are typically the controllers of Guard employment and payroll data; OnGuard processes such data on the Vendor's behalf in connection with Platform features the Vendor enables.
9.4 Communications and Text Messaging. OnGuard may send you operational communications — including email, in-Platform notifications, push notifications, and, where you provide a mobile number, SMS text messages — about your Account, transactions, bookings and shifts, document acceptances, security, and changes to the Platform. By providing a mobile number and accepting these Terms, you consent to receive operational SMS from OnGuard. These are transactional messages; OnGuard does not send marketing SMS. Message frequency varies and message-and-data rates may apply. You may opt out of SMS at any time by replying STOP to any message, and reply HELP for assistance. SMS handling is further described in the Privacy Policy.
10. WARRANTIES AND DISCLAIMERS
10.1 Each party represents that it has authority to enter into these Terms.
10.2 EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." ONGUARD DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ONGUARD MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY VENDOR'S OR GUARD'S QUALIFICATIONS, PERFORMANCE, OR CONDUCT.
11. LIMITATION OF LIABILITY
11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ONGUARD NOR ITS AFFILIATES WILL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA.
11.2 ONGUARD'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE AMOUNTS PAID BY THE CLAIMANT TO ONGUARD IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
11.3 The limitations above do not apply to (a) indemnification obligations, (b) bodily injury or death caused by OnGuard's gross negligence or willful misconduct, or (c) fraud.
12. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless OnGuard, its Affiliates, and their officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) your breach of these Terms; (b) your use of the Platform; (c) your violation of applicable law; (d) any claim by a Guard, regulator, or third party alleging that OnGuard is the employer or joint employer of a Guard arising from your conduct, instructions, or representations; or (e) any claim arising from security services rendered by a Vendor.
13. TERMINATION AND SUSPENSION
13.1 OnGuard may suspend or terminate your access for violations of these Terms, fraudulent or illegal activity, nonpayment, or any other reason in OnGuard's reasonable discretion.
13.2 You may close your account at any time through account closure procedures in the Platform.
13.3 Sections that by their nature should survive termination (e.g., indemnification, limitation of liability, confidentiality, dispute resolution) survive.
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1 Governing Law. These Terms are governed by the internal laws of the State of Delaware, without regard to conflict-of-laws principles. Notwithstanding the foregoing, mandatory provisions of California law apply where you are a California resident or the dispute arises from transactions occurring in California.
14.2 Informal Resolution. The parties shall first attempt to resolve any dispute informally by written notice to legal@onguardsolutions.io and a thirty (30)-day good-faith negotiation period.
14.3 Arbitration. Any dispute not resolved informally shall be resolved by binding arbitration administered by JAMS under its Comprehensive (or, where applicable, Consumer) Arbitration Rules, before a single arbitrator, in New Castle County, Delaware (or, at the election of a California-resident User, in San Diego County, California). Judgment on the award may be entered in any court of competent jurisdiction.
14.4 Class Action Waiver. YOU AND ONGUARD EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
14.5 Injunctive Relief. Either party may seek injunctive or equitable relief in court to protect intellectual property, confidential information, or to prevent imminent and irreparable harm.
14.6 Opt-Out. You may opt out of arbitration within thirty (30) days of your first use of the Platform by emailing legal@onguardsolutions.io with "Arbitration Opt-Out" in the subject line and providing your name, address, and account email.
15. NOTICES
Notices to you: via the Platform or to your account email. Notices to OnGuard: legal@onguardsolutions.io with a copy to OnGuard Technologies, Inc., 1066 Woods Bog Ave, Middleton, ID 83644.
16. CHANGES
OnGuard may modify these Terms. Material changes will be communicated via the Platform or by email at least 30 days in advance where required. Continued use after the effective date of changes constitutes acceptance.
17. MISCELLANEOUS
17.1 Entire Agreement. These Terms, together with the Privacy Policy, AUP, MSA (if applicable), DPA (if applicable), and any Order Forms, constitute the entire agreement between the parties on the subject matter and supersede prior agreements.
17.2 Assignment. You may not assign these Terms without OnGuard's prior written consent. OnGuard may assign or transfer these Terms, in whole or in part, without restriction.
17.3 Severability. If any provision is held invalid, the remainder remains in effect.
17.4 No Waiver. Failure to enforce a right does not waive that right.
17.5 Third-Party Beneficiaries. No third-party beneficiaries except Vendors and Guards may enforce obligations relevant to them.
17.6 Force Majeure. Neither party is liable for delays due to events beyond reasonable control.
17.7 Independent Contractors. Nothing in these Terms creates an employment, agency, joint employer, partnership, or franchise relationship.
17.8 Headings. Headings are for convenience only.
18. CONTACT
OnGuard Technologies, Inc. 1066 Woods Bog Ave Middleton, ID 83644
End of Terms of Service.