Terms And Conditions For Security Services

(Effective December 1, 2017)

These Terms and Conditions for Security Services ("Terms and Conditions") are the basic legal terms and conditions under which Bold Guarding, Inc., a Delaware corporation ("Company"), provides guarding and security services ("Security Services"). The Security Services can be booked, tracked, and managed with Company's exclusive software ("Software") that is available for use on Company's website ("Website") or via a mobile application ("Application"). Use of the Website, Application, and Software is subject to Company's Terms of Use, which are attached to and incorporated into these Terms and Conditions as Exhibit A. These Terms and Conditions and each online booking confirmation or services addendum that Company approves in writing (together or each a "Scope of Work") constitutes a legally binding contract between you (the "Client") and Company (collectively, the "Contract"). For purposes of these Terms and Conditions, Company and Client are each a "Party" and together the "Parties."

  1. Company Obligations

    1. The fulfillment of Client's request for Security Services under a Scope of Work ("Booking") may be for a single event ("Single Booking") or on a recurring weekly or monthly basis ("Recurring Booking"). For Recurring Bookings, Company strives to supply dedicated security personnel ("Guards") but makes no guarantee that the same Guards will be present for the entirety of each Recurring Booking. Any special requests for a particular Guard will be handled on a case-by-case basis in the sole discretion of Company. Company will be responsible for the hiring, supervising, screening, scheduling, and compensation of the Guards. Company will ensure that Guards are appropriately licensed to provide security services in the applicable jurisdiction. Company will comply in all material respects with all applicable laws and regulations in providing the Security Services.
    2. Client may at any time direct Company to prepare a change order that describes any scope-related changes to a Scope of Work. If the requested change is acceptable to Company, the Scope of Work will be amended accordingly.
    3. For Recurring Bookings, Company will work with Client to develop standard operating procedures (“SOPs”) that specify the specific duties that Guards will perform for Client at each service location as specified in the Scope of Work. The SOPs will be included with each applicable Scope of Work and become part of the Contract. For Single Bookings, Client is responsible to provide an SOP to Company.
    4. Company will make available to Client incident reports via the Software. The report will contain (i) the name of the Guard; (ii) hours of shift; (iii) activity during each shift, including any unusual happenings, hazards, or other circumstances; and (iv) any emergency presented. Specific reporting requirements will be included with each applicable Scope of Work and become part of the Contract.
  2. Client Obligations

    1. In order to obtain Security Services from Company, Client is required to create a registered account via telephone or through the Software (“Account”) in accordance with the Terms of Use.
    2. Client will designate one of its employees to serve as its primary contact with respect to each Booking and the Contract (the “Site Manager”). Client will require that the Site Manager respond promptly to any reasonable requests from Company for instructions, information, or approvals required by Company to provide the Security Services. Client will cooperate with Company in its performance of the Security Services and provide access to Client’s premises, employees, contractors, and equipment as required to enable Company to provide the Security Services, and will ensure a safe working environment for Guards. Client will take all steps necessary, including obtaining any required licenses or consents, to prevent Client-caused delays in Company's provision of the Security Services.
    3. In addition to each Guard's hourly rate, Client will also pay the applicable regular rate of pay for paid meal and/or rest periods, any penalties associated with missed meal and/or rest periods pursuant to applicable law, any holiday pay due to Guards, and any overtime pay that Company must pay any Guard as a result of a schedule change made by Client with less than 72 hours' written notice to Company.
  3. Fees/Expenses and Billing

    1. Client will pay the then-current fees for Security Services as specified in a Scope of Work. Fees will be deemed earned by Company as of the date that Security Services are provided. Client will reimburse Company for all reasonable expenses incurred in accordance with the Scope of Work or pre-approved in writing by the Site Manager.
    2. Company will require each Guard to use the Software to check in and out daily for each Booking. If a Guard checks out late for a Booking (for example, the set schedule requires each Guard to be at Client's site from 8:00 am to 5:00 pm, but the Guard is requested by Client to stay until 6:00 pm), Client will have 48 hours to dispute the extra hours in accordance with the notice provisions under Section 11.4. Undisputed extra Security Service hours for each Guard will be billed at the Guard's normal hourly rate for that Booking, unless otherwise specified in the applicable Scope of Work. For Recurring Bookings, Client agrees to the specific Service Level indicated in the Scope of Work for the duration of the Agreement.
    3. The provision of Security Services for a Recurring Booking will be billed as specified in the applicable Scope of Work. The provision of Security Services for a Single Booking will be billed upon completion of such single Booking. Unless otherwise provided in a Scope of Work, payment of fees will be due within 30 days of issuance of each invoice by Company. All payments must be made in U.S. dollars. Late payments will be subject to a late payment fee equal to seven percent (7%) of the fees due under each invoice; in addition, all past-due payments under one or more invoice will accrue interest at a rate of 1½ percent per month or the highest rate allowed by applicable law, calculated daily and compounded monthly.
    4. Payments made to Company for Security Services received are non‐refundable absent manifest error. Company has no obligation to provide refunds or credits, but may grant them in extenuating circumstances in Company's sole discretion, such as to correct any errors made by Company. Client will be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client. Client will reimburse Company for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
    5. In addition to all other remedies available under the Contract or at law (which Company does not waive by the exercise of any rights hereunder), Company may suspend Security Services if the Client fails to pay any undisputed amounts when due.
  4. Intellectual Property

    1. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights in and to all documents, work product and other materials that are delivered to Client under these Terms and Conditions or prepared by or on behalf of Company in the course of performing the Security Services (collectively, "Company Intellectual Property"), except for any Confidential Information of Client or Client Intellectual Property, as defined below, will be owned by Company. Company hereby grants Client a license to use all Company Intellectual Property free of additional charge and on a non-exclusive, non-transferable, non-sub-licensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Client to make reasonable use of the Security Services, including identifying Company in Client's promotional materials and for marketing and advertising purposes consistent with the terms of these Terms and Conditions.
    2. Client hereby grants Company a license to use Client’s name, trademarks and logos ("Client Intellectual Property") free of charge and on a non-exclusive, non-transferable, non-sub-licensable, fully paid-up, royalty-free and perpetual basis for the purpose of identifying Client in Company’s promotional materials and for marketing and advertising purposes pursuant to and consistent with the terms of these Terms and Conditions.
    3. Except for the limited licenses granted under these Term and Conditions, both Parties are prohibited from using, and agree not to use, directly or indirectly, any name, trademark, logo or other intellectual property of the other Party in any manner whatsoever without first obtaining prior written approval from the other Party. All rights not expressly granted herein are reserved by the Parties.
  5. Confidentiality

    "Confidential Information" means information that is disclosed by one Party (as the “Disclosing Party”) to the other (“Receiving Party”) in writing, orally, or by display that is clearly marked or labelled as "confidential" or, if disclosed verbally, is identified as confidential when disclosed and is summarized in writing and marked as confidential within 15 of days after the verbal disclosure. Confidential Information excludes information that: (i) is or becomes generally available to the public by lawful means; (ii) was known by Receiving Party before the other Party's disclosure; (iii) was independently developed by Receiving Party without using any Confidential Information; or (iv) is subject to disclosure under a court order or other lawful process. The Receiving Party will (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use, publish or divulge Confidential Information for any purpose except as necessary to facilitate the performance of the Security Services; and (iii) only disclose Confidential Information to the Receiving Party’s representatives on a "need to know" basis and subject to a written agreement consistent with this Section 5.

  6. Term, Termination and Survival

    1. The Contract will be in effect until the completion of the Security Services set out in a Scope of Work ("Term"), unless sooner terminated in accordance with this Section 6. Either Party may terminate the Contract with thirty (30) days’ prior written notice. Company may terminate the Contract at any time before the expiration date of the Term with written notice if Client fails to pay any amount due under the Contract and such failure either continues for 7 days after Client’s receipt of written notice of nonpayment or Client fails to pay any amount when due more than two times in any six-month period. Either Party may terminate the Contract, effective on the date of written notice to the other Party, if the other Party: (i) materially breaches the Contract, and such breach is incapable of cure, or with respect to a material breach capable of cure, the defaulting Party does not cure such breach within 10 days after receipt of written notice of such breach; (ii) becomes insolvent or admits its inability to pay its debts generally as they become due; (iii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) is dissolved or liquidated or takes any corporate action for such purpose; (v) makes a general assignment for the benefit of creditors; or (vi) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. On the effective date of expiration or termination of the Contract, Company may immediately cease providing Services to Client and any and all payment obligations of Client will become due immediately.
    2. The rights and obligations of the Parties set out in Sections 6.2, 7, 4, 5, 7, 9, 10 and 11, and any other provision that, by its nature, should survive termination or expiration of these Terms and Conditions or the Contract, will survive any such termination or expiration.
  7. Limited Representation and Warranty

    Company warrants for a period of 90 days after the date that Security Services are provided that it will perform the Security Services (i) in accordance with the Contract; (ii) using Guards that are duly licensed in accordance with all applicable legal requirements; have the commercially reasonable experience, qualifications and ability to provide the Security Services, and have been thoroughly screened by Company; and (iii) in a timely, workmanlike and professional manner in accordance with generally recognized industry standards for similar services. Company makes no other representations or warranties and all other representations or warranties, express and implied, are expressly disclaimed.

  8. Limitation of Liability

    In no event will company be liable to client or to any third party for any incidental, indirect, exemplary, special, or punitive damages of any kind, including damages for loss of business, loss of profits, business interruption, or other pecuiniary loss, whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not company has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose. In no event will company’s aggregate liability arising out of or related to these terms and conditions or the contract, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the fees paid to company in the six-month period preceding the event giving rise to the claim.

  9. Insurance

    During the term of these Terms and Conditions, each Party will, at its own expense, maintain and carry insurance with financially sound and reputable insurers, in full force and effect that includes, but is not limited to, comprehensive general liability coverage with coverage limits of at least two million dollars ($2,000,000). Each Party may request from the other Party and is required to provide to the other Party with certificates of insurance showing the insurance coverage required in these Terms and Conditions. Except where prohibited by law, each Party will require its insurer to waive all rights of subrogation against the other Party and its insurers.

  10. No Solicitation

    Client acknowledges and agrees that Company has invested significant time and resources in the hiring, training, and management of its personnel. Without Company's consent, Client will not, during the Term of the Contract and for a period of two years thereafter, actively recruit any Company personnel for employment. In the event Client breaches this Section 10, Client must pay to Company liquidated damages in the amount of 20% of the annual salary of the poached personnel. The Parties agree that Client's solicitation of Company personnel would cause Company to sustain injury and damages in an amount difficult to ascertain and the agreed-upon sum is not a penalty but rather a reasonable measure of Company's damages. Such liquidated damages are due and payable within 7 days of Client's receipt of Company's written demand for payment.

  11. General Provisions

    1. In the event of any conflict or inconsistency between the Terms and Conditions and any provisions in a Scope of Work, the Terms and Conditions control, and conflicting or inconsistent provisions in the Scope of Work will have no force or effect unless the Scope of Work expressly intends to change a provision in the Terms and Conditions and constitutes an enforceable amendment meeting the requirements of these Terms and Conditions.
    2. Company will not be liable or responsible to Client for any failure or delay in fulfilling or performing any Security Services when such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Company including, flood, fire, earthquake, governmental actions, war, or Client's acts or omissions.
    3. Client may not assign its interest in the Contract without the written consent of Company. Company may subcontract all or portions of the Security Services.
    4. No joint venture, partnership, employment, or agency relationship exists between Client and Company as a result of the Contract or the use of the Security Services. Guards are employees of Company, and the Guards will not be deemed to be an employee of Client for any purpose.
    5. Any waiver or failure to enforce any provision of the Contract on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    6. If any provision of the Contract is, for any reason, held to be invalid or unenforceable, the other provisions of the Contract will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
    7. No amendment to or modification of Contract is effective unless it is in writing and signed by an authorized representative of each Party.
    8. The Contract and all actions related to it will be governed and interpreted by and under the law of the State of California, without giving effect to any principles that provide for the application of the law of another jurisdiction. The exclusive venue and jurisdiction for any and all disputes, claims, and controversies arising from or relating to the Contract will be the state courts located in San Francisco County, California or the federal district courts located in the Northern District of California.
    9. If a dispute arises out of or relates to the interpretation, application, enforcement, or performance of Security Services under the Contract, the Parties agree to first try in good faith to settle the dispute by negotiations between senior management of the Parties.
    10. All notices and other communications required by the Contract must be in writing. Notices must be given by personal delivery; a nationally-recognized, next-day courier service; first-class registered or certified mail, postage prepaid; or electronic mail to Company as follows: Bold Guarding, Inc. , 292 Townsend Street, San Francisco, CA 94.