Terms of Service

1. The Services.

A. Online Marketplace.

Our Services enable Clients to find, book, and manage Security Services from Agencies. "Client(s)" are individuals and/or businesses seeking to book security services ("Security Service(s)"), and "Agencies" are businesses who engage with security guards ("Security Guards") to provide Security Services to Clients. These Terms apply to Clients, Agencies, Security Guards, and to all others who access or use the Services (collectively, "Users," and, as applicable to you, "you" or "your").

B. Calvis's Role.

Calvis is not an employment agency service or business, and Calvis is not an employer of any User. Users are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of Calvis. Calvis, through the Services, only provides a platform for Users to (1) on the one hand, book Security Services, and on the other, be found and be booked by other Users; (2) manage Security Services via functionality provided through the Services; and (3) facilitate payment for such Security Services. Calvis does not employ, recommend or endorse Agencies or Security Guards, and, to the maximum extent permitted by applicable law, we will not be responsible or liable for the performance or conduct of Agencies or Security Guards, whether online or offline. Calvis does not make any representations or warranties about the quality of Security Services provided by Agencies or Security Guards, or about your interactions and dealings with those Users.

Users hereby acknowledge and agree that (a) Calvis does not (i) perform Security Services nor employ individuals to perform Security Services, (ii) supervise, scope, direct, or control Security Guards or the Security Services (including that Calvis does not set Security Guards' work locations, work hours, or terms of work), nor provide necessary supplies to, or pay any expenses of, Security Guards, or (iii) have any control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Security Guards or other Users (or the acts or omissions thereof), nor of the integrity, responsibility, competence, qualifications, communications, or the ratings or reviews provided by Users with respect to each other; and (b) the formation of a Security Services Agreement between a Client and an Agency will not, under any circumstances, create any responsibility or liability for Calvis, nor any employment or other service relationship between Calvis and any Users. Users do not have authority to, and may not act as agent for, nor bind or make any representations on behalf of, Calvis (including that Agencies and Security Guards may not modify all or any part of the Calvis Fee (see Section 6 below)).

Calvis is neither responsible nor liable for workers' compensation or any tax payment or withholding, including but not limited to applicable sales taxes, personal income taxes, unemployment or employment insurance, disability insurance, employer's liability, employer training tax, social security contributions, or other applicable payroll withholdings in connection with a User's use of the Services. Agencies or Security Guards, as applicable, assume full and sole responsibility for all required and applicable income tax and social contributions such as Social Security withholdings as to the Security Guards. Each User assumes all liability for proper classification of such User's workers based on applicable legal guidelines.

C. Agencies' Role.

Agencies are independent business owners, under their own name or business name (and not under Calvis's name), who engage with Security Guards to perform all or any part of the Security Services for Clients; provided that such Security Guards have registered through the Services and meet all the requirements applicable to the Security Guard as set out in these Terms or in other policies or guidelines provided by Calvis. Agencies may (a) maintain a clientele without any restrictions from Calvis; (b) offer and provide their services elsewhere, including through competing services; and (c) accept or reject Clients and Security Services Agreements (defined below). Agencies are independent contractors of Clients, and Clients are therefore clients of Agencies, not Calvis.

Although Calvis conducts an initial verification of licenses applicable to each Agency, using third-party services as appropriate, Clients are responsible for approving Agencies that hire Security Guards that satisfy their requirements and should consult applicable legal requirements to determine whether certain Security Services can be performed by Security Guards provided by certain Agencies. Except where explicitly specified in the Services (and then only to the extent specified), Calvis does not perform any additional screenings of Agencies.

Each Agency assumes full and sole responsibility for the acts and omissions of the Security Guards it provides to perform the Security Services and is fully responsible for ensuring: (a) its Security Guards have the necessary expertise, or have obtained any licenses, permits, or registrations required, to perform the Security Services, and (b) its Security Guards have registered on the Services by creating User Accounts (as defined below).

D. Security Guards' Role.

To be eligible to support Clients sourced by Agencies through the Services, Security Guards engaged by an Agency must register on the Services. To the extent permitted by applicable law, Security Guards are subject to an initial review process, which may include, but is not limited to, identity and license verification and criminal background checks, using third-party services as appropriate ("Background Check(s)"). Security Guards, to the extent permitted under applicable law, agree to undergo such Background Checks. Calvis cannot, and does not, assume any responsibility or liability for the accuracy or reliability of Background Check information, nor for any false or misleading statements made by Users of the Services. Except where explicitly specified in the Services (and then only to the extent specified), Calvis does not perform any additional screenings of Security Guards.

E. Security Services Agreements.

After providing certain instructions, information, and requests through the Services, and upon matching with a Security Guard and the Security Guard's Agency, the Client may communicate with such Users via functionality provided via the Services to understand the scope, schedule and other details of the Security Services (including, without limitation, any specific hazards, obstacles, or impediments in the Security Services location (whether visible or concealed) that may impact the performance of the Security Services). Once the Security Services are scheduled via the Services by the Agency, or by the Security Guard on behalf of its Agency, the Client and Agency form a legally binding contract for the Security Services, which includes the engagement terms proposed and accepted, and any other contractual terms agreed to, whether online or offline, by the Client and the Agency and/or Security Guard for the Security Services (the "Security Services Agreement"). The Client and the Agency each agree to comply with the Security Services Agreement and these Terms during the engagement, performance and completion of the Security Services. Agencies and Security Guards acknowledge that there is a chance for individual profit or loss when entering into any Security Services Agreement. Calvis is not a party to any Security Services Agreement. The formation of a Security Services Agreement will not, under any circumstances, create any responsibility or liability for Calvis.

2. Access to the Services; Service Restrictions; Representations and Warranties.

A. Access to the Services.

Subject to your compliance with these Terms and any documentation we make available to you, Calvis grants you a limited, non-exclusive, non-transferable and revocable right to access and use the Services in all cases for your business purposes, as applicable, and strictly as permitted by the features of the Services. Any rights not granted by Calvis herein are expressly reserved.

B. Restrictions and Acceptable Use.

Except to the extent a restriction is prohibited by applicable law, you will not do, and will not assist, permit, or enable any third party to do, any of the following:

• disassemble, reverse engineer, decode, or decompile any part of the Services;
• use any robot, spider, scraper, off-line reader, data mining tool, data gathering or extraction tool, or any other automated means to access the Services in a manner that sends more request messages to the servers running the Services than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
• use any content available on or via the Services for any machine learning and/or artificial intelligence training or development purposes;
• copy, rent, lease, sell, loan, transfer, assign, license or purport to sublicense, resell, distribute, modify, alter, or create derivative works of any part of the Services;
• use the Services in any manner that impacts the stability of the servers running the Services;
• use the Services for any purpose that violates any applicable law or is fraudulent, false, deceptive, or defamatory;
• use or display the Services in competition with us;
• bypass measures we use to prevent or restrict access to the Services;
• attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Services;
• use the Services to transmit spam, chain letters, or other unsolicited email;
• impersonate another person or entity;
• collect or harvest any personal information from the Services.