Contractual Relationship Created

The terms of this Guard Agreement (hereinafter “Agreement”) governs your access and use of the applications, websites, content, products, and services (hereinafter the “Services”) made available by Precise Protective, and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively “Precise Protective”). Please read the Agreement carefully as acceptance of this Agreement constitutes a legally binding agreement between you and Precise Protective.

If you do not agree to be bound by the terms of this Agreement, you will be denied access or use of any Services provided by Precise Protective, and your business relationship with Precise Protective will cease completely. The terms of this Agreement supersede any prior agreement or contractual relationship between you and Precise Protective. Precise Protective reserves the right to immediately terminate this Agreement or any services it offers at any time and for any reason pursuant to the terms of this Agreement.

Use of Precise Protective’s Services

Provision of Security Services

The Services offered by Precise Protective’s mobile platform allow businesses and proprietors to hire you for the provision of security services on an on-demand, real time basis. Precise Protective’s mobile platform connects businesses with a nationwide network of licensed security guards. You agree and acknowledge that Precise Protective does not supervise, direct or control your work when requested through Precise Protective’s mobile platform, and that your ability to obtain work through the mobile platform does not establish Precise Protective as a provider of security services.

While accessing Precise Protective’s mobile platform, a User request for security services may appear to you via Precise Protective’s mobile platform on your mobile device if you are both available and within the specified geographic location of the User. You may then accept or decline the User’s request for security services. If accepted, you will receive all appropriate User information necessary to complete the request. You acknowledge and agree that, should you accept a User’s request for security services, you are solely responsible for determining and performing any requested security services.

Your relationship with Precise Protective Users

You acknowledge and agree that when you provide security services to a User through Precise Protective’s mobile platform, a direct business relationship is created between you and the User. Precise Protective is therefore not responsible in any way for your actions in regards to security services provided by you to Users. You acknowledge and agree that you are responsible for any cautionary measures necessary in order to ensure effective, safe services are provided.

Your relationship with Precise Protective

You acknowledge and agree that by utilizing Precise Protective’s platform to provide security services, a direct business relationship is created between you and Precise Protective. Precise Protective does not direct or control your performance under this Agreement or regarding your provision of any security services to Users of Precise Protective’s mobile platform. You agree that you are in full control of whether you accept a request for provision of security services to Users of Precise Protective’ mobile platform, and the manner in which the provision of security services occurs. You retain the option to accept or decline any request for security services from Users through Precise Protective’s mobile platform, or to cancel an accepted request via the mobile platform subject to Precise Protective’s cancellation policies in place at the time of cancellation. You agree and acknowledge that you fully retain the right to engage in other business or occupations unrelated to services provided by Precise Protective.

Your Guard Account

In order to access Precise Protective’s mobile platform, you must register for and maintain an active personal Guard Account. To obtain a Guard Account, you must be at least the age of legal majority in your jurisdiction, and possess all of the proper licenses and certification required to perform security services in your jurisdiction. Guard Account registration requires you to submit to Precise Protective certain personal and professional information, such as your name, birth date, contact information including email address and phone number, proper identification and licensing information, as well as appropriate banking information. Your failure to maintain accurate, complete, and up-to-date Guard Account information may result in your inability to access or use the mobile platform provided by Precise Protective. Only approved Guard Accounts will be able to access the mobile platform and provide security services to Users.

Precise Protective collects information submitted by you through the website and mobile platform, including information provided in your Guard Account that includes your name, address, email address, phone number, login name and password, as well as any payment or banking information. Precise Protective also collects data and information created when you use the mobile platform, including our location, usage and device information. Location data may be collected by Precise Protective including information and data provided through GPS, IP address and Wifi. Precise Protective also reserves the right to collect transaction information related to the use of any Services provided by Precise Protective, including Services requested and provided, fees charged, date and time of transaction, and any other related transaction details.

By utilizing Precise Protective’s mobile platform, you agree that any means of contact can be used by Protective for solicitation purposes, including, but not limited to, email and contact information contained in your Guard Account.

Geographic Locality Based Services

You agree that, in order to use Precise Protective’s mobile platform, your geographic location must be acquired by Precise Protective before any security services can be provided by you to Users of Precise Protective’s mobile platform. You hereby grant Precise Protective the right to obtain your geo-location information and approximate location of your mobile device while you are accessing Precise Protective’s mobile platform. Further, you agree that Precise Protective may track and share your geo-location information obtained while using the mobile platform with third parties and with Users that have requested your security services.

Proper Licensure and Documentation Requirements

You acknowledge and agree that you will at all times hold and maintain any proper and required licenses (for providing security services in your jurisdiction) with the appropriate level of certification, and any licenses or permits necessary to provide security services in a professional manner. In addition, you agree that you may be subject to background and verification checks by Precise Protective to ensure compliance with the terms of this Agreement. You acknowledge and agree that, should you fail to maintain adequate or proper licensure for providing security services in your jurisdiction, Precise Protective reserves to right to immediately suspend or restrict your access from utilizing Precise Protective’s Services or mobile platform without any notice.

Financial Terms

Calculations for services

By utilizing Precise Protective’s mobile platform, you have the right to charge an appropriate fee (“Fee”) to a User for any security services rendered through the mobile platform. You also agree that payment provided by Precise Protective based on the Fee charged to User is the sole payment you will receive from Precise Protective regarding security services being provided through the mobile platform. You acknowledge and agree that you have the right, and responsibility, to charge a User for any applicable taxes incurred while providing security services through Precise Protective’s mobile platform. Further, by agreeing to the terms of this Agreement, you acknowledge and agree to appoint Precise Protective as your limited payment collection agent for the purposes of accepting Fees and taxes on your behalf, and that any payment made by a User to Precise Protective through the mobile platform shall be deemed a payment made directly to you by said User for the provision of security services.

Changes and Adjustments to Fees

You acknowledge and agree that Precise Protective reserves the right to change and modify the method of calculating Fees it charges to a User for security services rendered based on market factors. In the event a change or adjustment in calculating Fees is instituted by Precise Protective, you will be provided with notice via email through the email address listed in the contact information contained in your Guard Account. Your continued use of Precise Protective’s mobile platform to provide security services to Users shall constitute your consent to any change instituted in calculating Fees.

In addition, you acknowledge and agree that Precise Protective reserves the right to adjust or cancel any Fee charged to a User for security services rendered through the mobile platform.

Service fees

You acknowledge and agree that Precise Protective shall receive a service fee in consideration for use of Precise Protective’s mobile platform (“Service Fee”). This Service Fee shall be calculated on a percentage basis of the Fee charged to a User for any security services rendered as determined by the Fee Computation pursuant to the terms of this Agreement.

Charge for Cancellation

By utilizing Precise Protective’s mobile platform, you understand and agree that a User has the option to cancel a request for security services from you after accepted at any time prior to your arrival at the appropriate venue or location. You acknowledge and agree that Precise Protective reserves the right to charge a fee for cancellation to any User that has properly cancelled a request for security services on your behalf. This fee shall be deemed a Fee, and will properly distributed to you and Precise Protective pursuant to the terms of this Agreement.

Receipts

Precise Protective agrees to provide you with delivery of receipts for security services rendered to a User through Precise Protective’s mobile platform. After performing security services, Precise Protective will issue to you a detailed receipt of the transaction for your records, submitted to you through the email address listed at the time of the provision of services in your Guard Account. Receipts sent to you by Precise Protective will include the amounts charged to the User, and may include personal information contained in your Guard Account.

Taxes

You will be responsible for the payment of all State, Federal and local income, or any other applicable taxes. No federal, state, or local income tax or payroll tax of any kind shall be withheld or paid by Precise Protective on your behalf. You shall not be treated as an employee of Precise protective with respect to any services performed under this Agreement for federal and state tax purposes. You acknowledge and agree that you are liable for any taxes payable on any sums paid to you hereunder, and that you will indemnify Precise Protective and hold harmless from any claim, penalty, or liability whatsoever related to the payment or no-payment of any such taxes, including any penalties, interest, attorneys’ fees or other costs or damage caused to Precise Protective thereby. You hereby confirm that you have been advised by Precise Protective and agree that you are not an employee of Precise Protective and are not entitled to any benefits provided or rights guaranteed by Precise Protective, including but not limited to group insurance, liability insurance, disability insurance, retirement benefits, health plans, pay, and the like. Furthermore, you hereby waive any claim to the above-mentioned benefits or rights to the full extent permitted by law. It is understood and agreed that Precise Protective will make no deductions from fees paid to you for any federal or state taxes or FICA relating to you, and Precise Protective has no obligation to provide Worker’s Compensation coverage for you or to make any premium “overtime” payments. It is agreed that it is your responsibility to make any required FICA, FUTA, income tax withholding or other payments.

Proprietary Rights

License Grant

Precise Protective grants you a limited, non-transferable, revocable license to access and use Precise Protective’s mobile platform, during the term of this Agreement, and subject to the terms of this Agreement solely for the purpose of providing security services to Users of Precise Protective’s mobile platform. Precise Protective and its licensors reserve any rights not expressly granted herein under this Agreement.

Restrictions on Access and Use

In accessing or using Precise Protective’s mobile platform to provide security services to Users of said mobile platform, you agree to comply with the terms of this Agreement, as well as all applicable laws, regulations, and rules. Access or use of Precise Protective’s mobile platform may only be used as permitted by law, and Precise Protective reserves the right to immediately suspend or terminate access to the website or mobile platform if it believes you are not complying with the terms of this Agreement or any applicable policies.

In addition, you may not engage in conduct listed, but not limited to, as follows: violate any copyrights, or other proprietary or intellectual property rights on this website or mobile platform, engage in any data mining, or use “bots” or similar date gathering and extraction tools or methods in connection with this website or mobile platform; transmit, post, or otherwise make available any content that is unlawful, false, inaccurate, harmful, obscene, or otherwise objectionable; misrepresent your affiliation with or impersonate any person or entity; license, sell, transfer, assign, distribute, or make available to any other party the security services via Precise Protective’s mobile platform other than the specified User; attempt to gain unauthorized access to any Precise Protective related system, network, or unauthorized parts of the mobile platform; or develop in any manner a competitive or substantially similar product or service.

Ownership

The website and mobile platform provided by Precise Protective and the entirety of their combined contents and features (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned exclusively by Precise Protective and its licensors, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. All rights not expressly granted are reserved by Precise Protective and its licensors. You agree that you will not claim ownership, in any manner, any intellectual property owned by Precise Protective.

Confidentiality

You acknowledge and agree that, under the terms of this Agreement and in providing security services through Precise Protective’s mobile platform, that both you and Precise Protective may have access to confidential information, either directly or indirectly (hereinafter referred to as “Confidential Information”). You and Precise Protective agree that any information you receive during the term of this Agreement, and hereafter, is confidential and proprietary to the owner of such information. You and Precise Protective further agree that you will not disclose to any third party the confidential or proprietary information of the other including, without limitation, any respective parent companies, affiliates, clients, employees, or contractors. You and Precise Protective further agree to protect any and all confidential information as defined by state and federal laws, and that neither party will use, remove, transfer, transmit, reproduce or otherwise deal with confidential information or other tangible or intangible property of the other party, except for the sole purpose of performing under this Agreement.

Privacy

Subject to using Precise Protective’s mobile platform to provide security services to Users, you acknowledge and agree that Precise Protective may be required to obtain, collect, and transmit your personal information to applicable authorities or regulatory agencies concerning you or security services provided through the mobile platform for any appropriate reason. You agree that Precise Protective has the right to collect and transmit any personal information if required to enforce any terms of this Agreement, if it is necessary under any applicable laws and regulations, if requested by any law enforcement or regulatory agency, if a dispute arises between you and a User concerning any provision of security services, or any other situation where Precise Protective determines it appropriate to safeguard the financial or physical wellbeing of Precise Protective, any of its employees, or any Users of Precise Protective’s mobile platform.

Indemnification

To the extent permitted by law, you agree to indemnify and hold Precise Protective, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless against any claims, loses, demands, and liabilities (including reasonable attorneys’ fees) made against Precise Protective by any third party due to or arising out of or in connection with your use of this website, mobile platform, your breach of any obligations or representations under this Agreement, or a claim by any third party directly or indirectly related to your provision of security services.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRECISE PROTECTIVE BE HELD LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATE, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF PRECISE PROTECTIVE’S MOBILE PLATFORM, REGARDLESS OF THE NEGLIGENCE (WHETHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF PRECISE PROTECTIVE, EVEN IF PRECISE PROTECTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Injunctive Relief

Both you and Precise Protective acknowledge and agree that any breach of the restrictive covenants contained in this Agreement will result in irreparable harm to Precise Protective and its business, and that Precise Protective shall be entitled to an injunction, both preliminary and final, enforcing said covenants in the event of any reach, or threatened breach by you, as well as recovery of its costs and reasonable attorneys’ fees, in addition to any other damages or remedies available to Precise Protective at law or in equity. For enforcement purposes, the restrictive covenants contained in this Agreement shall be considered obligations independent of any other obligations between you and Precise Protective, and the existence of any claim or cause of action against Precise Protective shall not constitute a defense to enforcement of said covenants by injunction.

Term

The term of this Agreement shall commence on the date accepted by you and shall continue until terminated by you or Precise Protective as set forth herein

Termination

Either you or Precise Protective may terminate this Agreement immediately upon the other party’s material breach of this Agreement, or without cause at any time upon fourteen (14) days written notice to the other party to this Agreement. Precise Protective reserves the right to immediately terminate this Agreement or deactivate your account without notice for failure to maintain adequate licensing and certification subject to the terms of this Agreement.

Modification

Precise Protective reserves the right, at its sole discretion, to replace, modify, or delete any provisions or language used in this Agreement at any time for any reason. In the event Precise Protective modifies any terms of this Agreement, you agree that any such modifications or changes shall be binding on you only upon your acceptance of the modified Agreement. For any changes that Precise Protective makes to this Agreement, thirty (30) days’ notice will be provided on the website or mobile platform for you to review prior to any new terms taking effect. You acknowledge and agree that, by continuing to use the mobile platform provided by Precise Protective after any modifications to this Agreement, that your continued use shall constitute your consent to any such changes.

Severability

Should any provision of this Agreement be deemed invalid, void, or unenforceable by a court of competent jurisdiction for any reason, both you and Precise Protective agree that any such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of this Agreement, so that the Agreement shall remain in full force and effect.

Assignment

This Agreement is between you and Precise Protective, and neither party shall assign or transfer any of its rights or obligations under this Agreement, in whole or in part, without prior written consent of the other party. Notwithstanding the foregoing, Precise Protective reserves the right to assign or transfer this Agreement or any of its rights and obligations under this Agreement to an affiliate, parent company, or purchaser of a substantial portion of Precise Protective’s assets, equity, or business, without prior written consent from you.

Entire agreement

This Agreement, including any future modifications, constitutes the entire agreement and understanding between you and Precise Protective, supersedes any prior conflicting agreement(s), and this understanding and agreement may not be modified, changed or altered by any promise or statement by Precise Protective until such modification has been approved in writing and signed by Precise Protective.

Nonwaiver of Rights

The waiver by Precise Protective of a breach of any provision of this Agreement by you shall not operate or be construed as a waiver of rights with respect to any subsequent breach by you.

Notices

All notices sent by Precise Protective shall be communicated through email or text. Only the email address and phone number listed in your Guard Account will be contacted by Precise Protective. It is imperative, and your responsibility, to maintain current, accurate contact information in your Guard Account. Failure to maintain accurate contact information may result in inability to access or use Precise Protective’s mobile platform.

Governing law/forum/arbitration

You agree that any dispute between you and Precise Protective hereto concerning any matter related to this Agreement or security services provided by you through Precise Protective’s mobile platform shall be submitted to binding arbitration for resolution. Arbitration shall be held before a single neutral arbitrator in Atlanta, Georgia. The rules of Commercial Arbitration of the American Arbitration Association in effect on the date the matter is submitted to arbitration will apply. The decision of the arbitrator shall be in writing and shall contain the findings of fact and conclusions of law on which the decision is based. Such decision shall be final and binding on the Parties, and may be enforced in any court of competent jurisdiction. The arbitration award shall not include punitive or consequential damages and the arbitrator shall be so instructed. The prevailing party shall be entitled to costs of counsel, witnesses and related expenses. The costs of the arbitrator’s services shall be borne equally by both parties.