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 (except that Calvis grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Services for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of, but not caches or archives of, such materials, and only as specified in the applicable robots.txt file);
• use any content available on or via the Services (including any caption information, keywords, or other metadata) for any machine learning and/or artificial intelligence training or development purposes, or for any technologies designed or intended for the identification of natural persons;
• buy, sell or transfer API keys without our prior written consent in each case;
• 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 or any of our Intellectual Property (as defined below), including, without limitation by any automated or non-automated "scraping";
• use the Services in any manner that impacts (i) the stability of the servers running the Services, (ii) the operation or performance of the Services or any User's use of the Services, or (iii) the behavior of other applications that use the Services;
• take any action that imposes, or may impose (as determined by us, in our sole discretion), an unreasonable or disproportionately large load on our infrastructure;
• use the Services in any manner or for any purpose that (i) violates, or promotes the violation of, any applicable law, contractual obligation, or right of any person, including, but not limited to, Intellectual Property Rights (as defined below), privacy rights, and/or rights of personality, (ii) is fraudulent, false, deceptive, or defamatory, (iii) promotes hatred, violence, or harm against any individual or group, or (iv) otherwise may be harmful or objectionable (in our sole discretion) to us or to our providers, our suppliers, Users, or any other third party;
• use or display the Services in competition with us, to develop competing products or services, for benchmarking or competitive analysis of the Services, or otherwise to our detriment or disadvantage;
• access any content available on or via the Services through any technology or means other than those provided by the Services or authorized by us;
• bypass the measures we may use to prevent or restrict access to the Services, including, without limitation, features that prevent or restrict use or copying of any content or that enforce limitations on use of the Services or any portion thereof;
• 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;
• use the Services for any commercial solicitation purposes;
• transmit invalid data, viruses, worms, or other software agents through the Services;
• impersonate another person or entity, misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use the Services for any invasive or fraudulent purpose;
• collect or harvest any personal information, including Users' names, from the Services; or
• identify or refer to us or to the Services in a manner that could reasonably imply a relationship that involves endorsement, affiliation, or sponsorship between you (or a third party) and us without our prior express written consent.

C. User Representations and Warranties.

In your access to and use of the Services, you represent and warrant that you:

• will comply fully with these Terms;
• are at least eighteen (18) years of age, and are otherwise capable of entering into binding contracts;
• have the right, authority and capacity to enter into these Terms (including that you have the right and authority to act on behalf of, and bind to the Terms, any company or organization on whose behalf you are entering into the Terms);
• will respect the privacy (including, without limitation, private, family and home life), property, and data protection rights of Users and will not record (whether video or audio or otherwise) the Security Services or any interaction by or with any User and/or Calvis without obtaining the prior written consent of Calvis and/or the relevant User, as applicable;
• will act professionally and responsibly in your interactions with, and fulfill the commitments you make to, other Users (including by communicating clearly and promptly through the Chat Thread, and being present and/or available at the time you agree upon with other Users);
• will only utilize the Payment Processor (as defined below) to make or receive payment for the Security Services;
• will use your legal name and/or legal business name (as per your government issued identification and registration documents) and an up-to-date photo on your profile;
• will comply with all applicable local, state, provincial, national, or international laws in your use of the Services; and
• will ensure that all communications regarding the Security Services (including, without limitation, scoping and payments and any questions relevant to Security Services), remain on the Services, before, during and after completion of the Security Services.

D. Additional Agency Representations and Warranties.

If you are an Agency, you additionally represent and warrant that, in your access to and use of the Services, you:

• are operating as a sole proprietor, partnership, limited liability company, limited liability partnership, corporation or other business entity when using the Services;
• are customarily engaged in an independently established business in the nature of Security Services, and maintain an independent clientele;
• have the unrestricted right to operate your business in the jurisdiction in which your Security Guards provide the Security Services;
• have and will maintain (at your own expense) any licenses, permits, and/or registrations required by applicable laws that apply to your performance of the Security Services (including, as applicable, a business license, business tax registration, and/or contractor's license);
• have and will maintain all insurance required to operate your business and perform the Security Services; and
• will respond to invitations promptly; provide timely, high-quality services for your Clients as agreed in the Security Services Agreement; only offer and provide Security Services for which you have the necessary expertise to perform; and perform the Security Services as agreed upon with your Client in a safe manner.

E. Additional Security Guard Representations and Warranties.

If you are a Security Guard, you additionally represent and warrant that, in your access to and use of the Services, you:

• have the unrestricted right to work in the jurisdiction in which you perform the Security Services;
• have and will maintain (at your own expense or at the expense of the Agency for which you are providing the Security Services) any licenses, permits, and/or registrations required by applicable laws that apply to your performance of the Security Services (including, as applicable, state security guard certifications);
• will respond to invitations promptly; provide timely, high-quality services for Clients as agreed in the Security Services Agreement by you or your Agency; only offer and provide Security Services for which you have the necessary expertise to perform; and perform the Security Services as agreed upon with Clients in a safe manner; and
• will promptly disclose to Calvis in writing if you have any criminal convictions that arise during your use of the Services.

3. Use of the Services.

A. User Account.

You must register and create an account (your "User Account") to access and use the Services, providing only correct and accurate information (such as, without limitation, your name, business name, email address, and/or telephone number). We may maintain different types of User Accounts for different types of Users. You agree to immediately notify Calvis (at hello@calvis.com) of any changes to your account information. If any such change relates to ownership of your telephone numbers, you may notify Calvis by texting "STOP" to any text message sent to the retiring phone number. Failure to provide and maintain updated and accurate information may result in your inability to use the Services and/or termination of your User Account. Calvis may restrict anyone from completing registration if Calvis determines such person may threaten the safety and integrity of the Services, or if such restriction is necessary to address any other reasonable business concern.

B. Organizational Accounts.

An individual may access and/or use the Services on behalf of a company or other entity, such as that individual's employer (such entity, an "Organization"). In such cases, notwithstanding anything to the contrary herein: (a) these Terms are an agreement between (i) us and such individual and (ii) us and that Organization; (b) "you," as used in these Terms in the context of a license grant, assignment, restriction, obligation, acknowledgment, representation, warranty, or covenant, or in any similar context, means (i) such individual and (ii) the Organization, on behalf of the Organization and its subsidiaries and affiliates, and its and their respective directors, officers, employees, contractors, agents, and other representatives who access and/or use the Services (collectively, "Org Users"); and "your" has the corresponding meanings; (c) such individual represents and warrants to having the authority to bind that Organization to these Terms (and, in the absence of such authority, such individual may not access, nor use, the Services); (d) such individual's acceptance of these Terms will bind that Organization to these Terms; (e) we may disclose information regarding such individual and such individual's access to and use of the Services to that Organization; (f) such individual's right to access and use the Services may be suspended or terminated (and the administration of the applicable User Account may be transferred) if such individual ceases to be associated with, or ceases to use an email address associated with or provisioned by, that Organization; (g) that Organization will make all Org Users aware of these Terms' provisions, as applicable to such Org Users, and will cause each Org User to comply with such provisions; and (h) that Organization will be solely responsible and liable for all acts and omissions of the Org Users, and any act or omission by any Org User that would constitute a breach of these Terms had it been taken by that Organization will be deemed a breach of these Terms by that Organization. Without limiting the generality of the foregoing, if an individual opens a User Account using an email address associated with or provisioned by an Organization, or if an Organization pays fees due in connection with such individual's access to or use of the Services (or reimburses such individual for payment of such fees), then we may, in our sole discretion, deem such individual to be accessing and using the Services on behalf of that Organization.

C. Account Security.

You are fully and solely responsible for (a) maintaining the confidentiality of any log-in, password, and account number provided by or given to you to access the Services; and (b) all activities that occur under your password or account, even if not authorized by you. Calvis has no control over any User's account. You agree to notify Calvis immediately if you suspect any unauthorized party may be using your Services password or account or any other breach of security.

D. Connecting via Third-Party Services.

By connecting to the Services via a third-party service, you give us permission to access and use your information from that service, as permitted by that service, and to store your log-in credentials and/or access tokens for that service.

4. Deactivation and Suspension.

In the event of an actual or suspected breach by you of any part of these Terms (including, without limitation, abuse, fraud or interference with the proper working of the Services), Calvis may (a) suspend your right to use the Services pending its investigation; and/or (b) deactivate your account or limit your use of the Services upon its confirmation of a breach. Calvis will provide you with written notice of its determination in accordance with, and as required by, applicable laws. If you wish to appeal any determination made by Calvis pursuant to this Section, please contact us at hello@calvis.com within 14 days of receipt of such notice with the grounds for your appeal.

If Calvis suspends or deactivates your account or limits your use of the Services pursuant to this Section 4, you may not register and/or create a new account under different usernames, identities or contact details (whether under your or any other name or business name), even if you are acting on behalf of a third party.

5. Termination.

You may terminate these Terms between you and Calvis at any time by ceasing all use of the Services and deactivating your account. Calvis may terminate these Terms between you and Calvis at any time, and cease providing access to the Services (pursuant to Section 4 above), if you breach any part of these Terms or violate applicable laws.

Even after your right to use the Services is suspended, terminated or limited, the Terms will remain enforceable against you. Calvis reserves the right to take appropriate legal action pursuant to these Terms.

6. Fees, Billing, Invoicing, and Payment; Cancellation.

A. Billing Policies; Taxes.

Certain aspects of the Services may be provided for free, while certain other aspects of the Services and/or products and services made available via the Services may be provided for a fee or other charge ("Fee"). Each Fee is the sum of the applicable Calvis Fee (as defined below) and any applicable Third-Party Fees (as defined below). By electing to use non-free aspects of the Services, you agree to the pricing and payment terms applicable to you and available at [LINK] (as we may update them from time to time, the "Pricing and Payment Terms"). The Pricing and Payment Terms are hereby incorporated by reference herein. We may add new products and/or services for additional Fees, add or amend Fees for existing products and/or services, in our sole discretion. Any change to the Pricing and Payment Terms will become effective in the billing cycle following our provision of notice of such change. Except as may be expressly stated in these Terms or in the Pricing and Payment Terms, all Fees must be paid in advance, payment obligations are non-cancelable once incurred (subject to any cancellation rights set forth in these Terms), and Fees paid are non-refundable. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, and withholding taxes, assessable by any jurisdiction (collectively, but, for clarity, excluding taxes based on our net income, "Taxes"). You will be responsible for paying all Taxes associated with your purchases in connection with the Services.

B. Definitions.

• "Calvis Fee" means the portion of the Fee that Calvis may retain as consideration for providing the Services, as applicable.
• "Third-Party Fees" means the portion of the Fee retained by one (1) or more third parties, including Payment Processor, that we may engage from time to time, in our sole discretion.
• "Payment Processor" means the third-party payment processor, currently Stripe, Inc. ("Stripe"), which we engage to process payments Users make in connection with the Services.

C. Your Payment Method.

To use non-free aspects of the Services, you must provide us with at least one (1) current, valid payment card that is accepted by us and Payment Processor (each such card, a "Payment Method"). By providing a Payment Method, you authorize each of Calvis and Payment Processor to charge that Payment Method the applicable Fees and Taxes. Fees and Taxes will be charged to your Payment Method on the specific payment date indicated in your User Account. In some cases, your payment date may change, for example, if your Payment Method has not successfully settled. Fees are fully earned upon payment. We may authorize your Payment Method in anticipation of Services-related charges through various methods.

D. Payments Due to You.

Unless otherwise agreed by you and Calvis in writing, we will remit payments due to you hereunder no later than thirty (30) days after the end of each calendar month in which the applicable fees are incurred. Payment will be in the form you select when you register for the Services, or as subsequently updated as permitted by the Services. Payments will be made only in those months in which the amount due to you totals at least $500. Unpaid amounts due will accrue until the next month in which the amount due is at least $500. We reserve the right to withhold payment or to charge back to your User Account any amounts otherwise due to us under these Terms or amounts accrued due to any breach of these Terms by you, pending our reasonable investigation of such breach. We also reserve the right to withhold payment or to charge back to your User Account any amounts subject to dispute, such as in the case of credit card chargebacks, pending successful resolution of the dispute.

7. Text Messaging and Calls.

A. General.

You may provide us with your telephone number as part of creating your User Account or otherwise. By providing a telephone number, you consent to receiving autodialed or prerecorded calls and/or text messages from us, or on our behalf, at such telephone number. We may place such calls or send such texts to (a) help keep your User Account secure through the use of multi-factor authentication ("MFA"); (b) help you access your User Account if you are experiencing difficulties; and/or (c) as otherwise necessary to service your account or enforce these Terms, our policies, applicable law, or any other agreement we may have with you.

B. Consent to Transactional Communications.

You expressly consent and agree to Calvis contacting you using written, electronic, and/or verbal means, including manual dialing, emails, prerecorded/artificial voice messages, and/or using an automatic telephone dialing system to call or text your mobile/cellular telephone number, as necessary to complete transactions requested by you and to service your account, and as permitted by applicable law, in each case even if the phone number is registered on any United States federal and/or state Do-Not-Call/Do-Not-email registry/ies. Message and data rates apply. For purposes of clarity, the text messages described in this paragraph are transactional text messages, not promotional text messages.

C. Consent to Promotional Messages.

Additionally, we offer you the chance to enroll to receive recurring SMS/text messages from Calvis. You may enroll to receive text messages about account-related news and alerts and/or Promotional Offers (including cart reminders) and marketing related to Calvis products and/or services. By enrolling in Calvis's SMS/text messaging service, you agree to receive text messages from Calvis to the mobile phone number provided by you, and you certify that such mobile number is true and accurate and that you are authorized to enroll such mobile number to receive such texts.

D. Unsubscribing From Promotional Messages.

You may opt out from promotional text messages at any time. To unsubscribe from promotional text messages, text "STOP" to 786.724.4960 from the mobile device receiving the messages, or reply "STOP" to any promotional text message you receive from Calvis. You consent that following such a request to unsubscribe, you may receive one (1) final text message from or on behalf of Calvis confirming your request. For help, text "HELP" to 786.724.4960 or contact us at hello@calvis.com.

17. Governing Law, Arbitration.

A. Governing Law.

You agree that: (a) the Services will be deemed solely based in the State of Delaware; and (b) the Services will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms will be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law governing these Terms, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (as it may be amended, "FAA") governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by applicable law.

B. Arbitration Agreement.

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (i) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, and enforceability thereof; (ii) access to or use of the Services, including receipt of any advertising or marketing communications; (iii) any transactions through, by, or using the Services; or (iv) any other aspect of your relationship or transactions with us, directly or indirectly, as a User or consumer (each, a "Claim," and, collectively, "Claims").

18. Class Action/Jury Trial Waiver.

BY ENTERING INTO THESE TERMS, YOU AND CALVIS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER. THE FOREGOING APPLIES TO ALL USERS (BOTH NATURAL PERSONS AND ENTITIES), REGARDLESS OF WHETHER YOU HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES. THIS CLASS ACTION/JURY TRIAL WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S OR ENTITY'S CLAIMS. YOU AND CALVIS AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS.

20. General Provisions.

A. Notification Procedures and Changes to these Terms.

We may provide notifications, whether such notifications are required by applicable law or are for marketing or other business-related purposes, to you via email notice or written or hard copy notice, or through posting of such notice on the Services, as we determine, in our sole discretion. We reserve the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification, as required under applicable law or as described in these Terms. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We may, in our sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the 'last modified' date at the top of this page and use reasonable efforts to notify you that material changes have been made to these Terms.

F. Contact.

If you have any questions about these Terms and/or the Services, please contact us at hello@calvis.com.