Terms of Service

Last Modified: June 24, 2025

These Terms of Service (these “Terms”) describe the terms and conditions by which you may access and/or use the website(s), including Calvis.com and any successor URL(s), mobile applications, and related services, information and communications (collectively the “Services”) provided by Calvis, Inc. (including its successors and assigns, “Calvis,” “we,” “our,” or “us”). By accessing and/or using the Services, clicking a button or checking a box marked “I Agree”, or executing an order form with Calvis (an “Order Form”), you signify that you have read, understood, and agree to be bound by these Terms, and you acknowledge that you have read and understood our Privacy Policy (“Privacy Policy”). We reserve the right to modify these Terms, and we will provide notice of material changes as described below.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 17 (THE “ARBITRATION AGREEMENT”) AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 18 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

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] [OHS1] (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.

                                      i.       “Calvis Fee” means the portion of the Fee that Calvis may retain as consideration for providing the Services, as applicable.

                                     ii.       “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.

                                    iii.       “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.

                                      i.       General. 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.

                                     ii.       Third-Party Payment Processor. We or Payment Processor will attempt to verify your Payment Method(s), and may do so by processing an authorization hold, which is standard practice. To the extent Payment Processor processes payments made by you, you will be subject to terms and conditions governing the use of Payment Processor’s service. Please review such terms and conditions as well as Payment Processor’s privacy notice (each of which is available on Payment Processor’s website). You acknowledge and understand that Payment Processor may collect and retain Third-Party Fees whenever you pay Fees. Payment must be received by Payment Processor before our acceptance of an order. We do not view or store your full credit card or other Payment Method information. For all payments, Payment Processor will collect your Payment Method details and charge your chosen Payment Method in connection with an order. If any of your account, order, or Payment Method information changes, you will promptly update such information, so that we or Payment Processor may complete your transaction(s) and/or contact you, as needed.

                                    iii.       Payment Representations and Warranties. You represent and warrant that: (i) the account, order, and Payment Method information you supply to us and/or to Payment Processor, as applicable, is true, accurate, correct, and complete; (ii) you are duly authorized to use the Payment Method(s); (iii) you will pay any and all charges incurred by users of your Payment Method in connection with the Services, including any applicable Fees (at the prices in effect when such charges are incurred) and Taxes; (iv) charges incurred by you will be honored by your Payment Method company; (v) you will not allow or enable anyone else to use your User Account (including, without limitation, by sharing your password(s) or any other authentication credentials with anyone else, or by attempting to transfer your User Account to anyone else); and (vi) you will report to us any unauthorized or prohibited access to or use of your User Account and/or password(s) or other authentication credentials.

                                    iv.         Disclaimer. We disclaim any and all liability with respect to, and you understand and acknowledge that we are not responsible for: (i) any security or privacy breaches related to your credit card or other Payment Method, (ii) any fees that may be charged to you by your bank in connection with the collection of Fees, and/or (iii) any unauthorized use of your credit card, debit card, or other Payment Method by a third party.

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. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your User Account, which includes, without limitation, applicable tax information. If we believe that we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom or from which we are required to obtain tax information. Any third-party fees related to returned or cancelled payments due to a contact or payment information error or omission may be deducted from the newly-issued payment. You will pay all applicable Taxes in connection with your access to and/or use of the Services. If you dispute any payment obligation we allegedly have hereunder, you must notify us in writing within thirty (30) days of such payment or from when you purport such payment would have been due, whichever is earlier. Failure to so notify us will result in the waiver by you of any claim relating to such disputed payment obligation. Payment will be calculated solely based on records maintained by us; no other measurements or statistics of any kind will be accepted by us or have any effect under these Terms, and you will have no audit rights hereunder. We may withhold any Taxes or other amounts from payments due to you as required by applicable law.

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. Part of the MFA identity-verification process may involve Calvis sending text messages containing security codes to the telephone number you provided, and you agree to receive such texts from or on behalf of Calvis.

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. You acknowledge and agree that the texts may be sent using an automatic telephone dialing system and that message and data rates apply. Check your mobile plan and contact your wireless provider for details. You are solely responsible for all charges related to SMS/text messages, including charges from your wireless provider. Message frequency varies. Consent is not required as a condition of purchase. To the extent permitted by applicable law, we are not responsible for any delays upon sending or receiving text messages.

D.     Unsubscribing From Promotional Messages[OHS3] .

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.

8.     Additional Terms for Apps.

To use any App, you must have a mobile device that is compatible with such App. Calvis does not warrant that any App will be compatible with your mobile device. You may use mobile data in connection with an App and may incur additional charges from your wireless provider in connection with such App. You understand and acknowledge that you are solely responsible for any such charges. We hereby grant you a non-exclusive, limited, non-transferable, and freely revocable license to use a compiled code copy of the App(s) under your User Account on one (1) or more mobile devices owned or controlled solely by you (except to the extent Apple or Google permits any shared access and/or use of the iOS App or Android App (as each of those terms is defined below), respectively), solely in accordance with these Terms. The foregoing license grant is not a sale of any App or of any copy thereof. You may not: (a) modify, disassemble, decompile, or reverse engineer any App, except to the extent that such restriction is expressly prohibited by applicable law; (b) rent, lease, loan, resell, sublicense, distribute, or otherwise transfer any App to any third party, or use any App to provide time sharing or similar services for any third party; (c) make any copies of any App; (d) remove, circumvent, disable, damage, or otherwise interfere with security-related features of any App, features that prevent or restrict use or copying of any content accessible through any App, or features that enforce limitations on use of the Apps; or (e) delete the copyright or other proprietary rights notices on any App. You acknowledge that we may, from time to time, issue upgraded versions of the Apps, and may automatically electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and you understand and acknowledge that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated into an App is covered by the applicable open source or third-party license, if any, authorizing use of such code. We or our third-party partners or suppliers retain all right, title, and interest in and to the Apps (and any copies thereof). Any attempt by you to transfer or delegate any of the rights, duties, or obligations hereunder, except as expressly provided for in these Terms, is void. We reserve all rights not expressly granted under these Terms.

A.     iOS App.

This Section applies to any App you acquire from the Apple App Store (such App, “iOS App”). You and Calvis understand and acknowledge that these Terms are solely between you and Calvis, not Apple, Inc. (“Apple”), and that Apple has no responsibility for the iOS App or content thereof. Your access to and use of the iOS App must comply with the usage rules set forth in Apple’s then-current Apple Media Services Terms and Conditions and with the applicable Volume Content Terms. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the iOS App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be governed solely by these Terms and any law applicable to Calvis as provider of the iOS App. You and Calvis acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (a) product liability claims; (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. You acknowledge that, in the event of any third-party claim that the iOS App, or your possession and use of that iOS App, infringes that third party’s intellectual property rights, Calvis, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim, to the extent required by these Terms. You and Calvis acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms as relates to your license of the iOS App, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to your license of the iOS App against you as a third-party beneficiary thereof.

B.     Android App.

The following applies to any App you acquire from the Google Play Store (such App, “Android App”): (a) you acknowledge that these Terms are between you and Calvis only, and not Google LLC or any affiliate thereof (collectively, “Google”); (b) your access to and use of the Android App must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of the Google Play Store where you obtained the Android App; (d) Calvis, and not Google, is solely responsible for the Android App; (e) Google has no obligation or liability to you with respect to the Android App or these Terms; and (f) you understand and acknowledge that Google is a third-party beneficiary to these Terms as they relate to the Android App.

9.     Public Areas; User Content; Feedback.

A.     Public Areas.

The Services may contain profiles, email systems, blogs, message boards, reviews, ratings, task postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and materials that are relevant and proper to the applicable forum.

You understand that all submissions made to Public Areas will be public, and you will be publicly identified by your name or login identification when communicating in Public Areas. Calvis will not be responsible for the actions of any Users with respect to any information or materials posted or disclosed in Public Areas.

B.     User Content.

As between us and you, you (or your licensors) will own any and all information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you (or on your behalf) by or through the Services (“User Content”). For an organizational account, we may assume, in our sole discretion, that all of your User Content belongs to that Organization.

You understand that certain portions of the Services may allow other Users to view, edit, share, and/or otherwise interact with your User Content. By providing or sharing your User Content through the Services, you agree to allow others to view, edit, share, and/or interact with your User Content in accordance with your settings and these Terms. You agree to mark any sensitive or proprietary content as confidential prior to making such content available to any other User. We have the right (but not the obligation) in our sole discretion to remove any of your User Content that is shared via the Services. You hereby grant each User a non-exclusive license to access your User Content through the Services, and to use, reproduce, distribute, display and perform your User Content, which you make available to such User through the Services. You further grant, and you represent and warrant that you have all rights necessary to grant, to us, under all of your Intellectual Property Rights, an irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, copy, store, modify, distribute, reproduce, publish, list information regarding, make derivative works of, and display your User Content: (i) to maintain and provide the Services; (ii) to improve our products and the Services and for our other business purposes, such as data analysis, customer research, developing new products or features, and identifying usage trends; and (iii) to perform such other actions as described in our Privacy Notice or as authorized by you in connection with your use of the Services.

You affirm, represent, and warrant the following:

·       you have the written consent of each and every identifiable natural person referred to or mentioned in the User Content, if any, to use such person’s name, voice, and likeness in the manner contemplated by the Services and these Terms, and each such person has released you from any liability that may arise in relation to such use;

·       you have obtained, and are solely responsible for obtaining, all consents required by applicable law to provide User Content relating to third parties;

·       your User Content and our use thereof as contemplated by these Terms and the Services will not violate any applicable law or infringe any rights of any third party, including, but not limited to, any Intellectual Property Rights and privacy rights;

·       your User Content does not include any information or material that a governmental body deems to be sensitive or classified information, and your provision of User Content in connection with the Services is not violative of any confidentiality rights of any third party;

·       we may exercise the rights to your User Content granted to us under these Terms without liability for payment of any guild or other fees, residuals, payments, or royalties payable under any collective bargaining agreement or otherwise;

·       You will not upload or make available through the Services, either directly or by other means: any personal information of children under 13 or the applicable age of digital consent;

·       your User Content does not include nudity or other sexually suggestive content; hate speech, threats, or direct attacks on an individual or group; content that is abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another’s privacy; sexist or racially, ethnically, or otherwise discriminatory content; content that contains self-harm or excessive violence; fake or impostor profiles; illegal content or content in furtherance of harmful or illegal activities; malicious programs or code; any person’s personal information without such person’s consent; spam, machine-generated content, or unsolicited messages; and/or otherwise objectionable content; and

·       to the best of your knowledge, all User Content and other information that you provide to us is truthful and accurate.

WE CLAIM NO OWNERSHIP RIGHTS OVER YOUR USER CONTENT. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY USER CONTENT. YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USER CONTENT AND THE CONSEQUENCES OF SUBMITTING, POSTING, DISPLAYING, PROVIDING, SHARING, OR OTHERWISE MAKING IT AVAILABLE ON OR THROUGH THE SERVICES, AND YOU UNDERSTAND AND ACKNOWLEDGE THAT WE ARE ACTING ONLY AS A PASSIVE CONDUIT FOR YOUR ONLINE DISTRIBUTION AND PUBLICATION OF YOUR USER CONTENT.

C.     Feedback.

To the extent you provide us any suggestions, recommendations, or other feedback, including reviews and ratings of specific Agencies and Security Guards (“Feedback”), you hereby assign to us all rights (including Intellectual Property Rights), title, and interest in and to the Feedback. Accordingly, we are free to use the Feedback and any ideas, know-how, concepts, techniques, and/or other intellectual property contained in the Feedback, without providing any attribution or compensation to you or to any third party, for any purpose whatsoever, although we are not required to use any Feedback. Feedback is deemed our Confidential Information (as defined below). You acknowledge that, by acceptance of your submission of Feedback, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

Feedback is the opinion of the User who has posted it. Feedback is not the opinion of, and has not been verified or approved by, Calvis. Calvis does not evaluate Users. Calvis may, but is not obligated to, investigate, modify and/or remove any Feedback or other remarks posted by Users. You may request removal of a review that violates these Terms by contacting us at hello@calvis.com.

10.   Intellectual Property.

For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of personality, trademark, trade dress and service mark rights, goodwill, trade secret rights, and any and all other intellectual property rights and proprietary rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals, and extensions thereof, under applicable law.

A.     Calvis Intellectual Property.

You understand and acknowledge that we (or our licensors (including other Users), as applicable) own and will continue to own all rights (including Intellectual Property Rights), title, and interest in and to the Services, all materials and content displayed or otherwise made available on and/or through the Services (including, without limitation, images, text, graphics, illustrations, logos, photographs, audio, videos, music, and User Content belonging to other Users; but, excluding your User Content), and all software, algorithms, code, technology, and intellectual property underlying and/or included in or with the Services (collectively and individually, “Intellectual Property”). Except as may be explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any such Intellectual Property Rights, and you will not access, sell, license, rent, modify, distribute, copy, reproduce, transmit, display, perform, publish, adapt, edit, or create derivative works of any Intellectual Property. Use of any Intellectual Property for any purpose not expressly permitted by these Terms is strictly prohibited.

B.     Usage Data.

We may collect, or you may provide to us, diagnostic, technical, usage, and/or related information, including information about your computers, mobile devices, systems, and software (collectively, “Usage Data”). All Usage Data is and will be owned solely and exclusively by us, and, to the extent any ownership rights in or to the Usage Data vest in you, you hereby assign to us all rights (including Intellectual Property Rights), title, and interest in and to same. Accordingly, we may use, maintain, and/or process the Usage Data or any portion thereof for any lawful purpose, including, without limitation: (a) to provide and maintain the Services; (b) to improve our products and services (including the Services), and to develop new products, services, and/or features; (c) to monitor your usage of the Services; (d) for research and analytics, including, without limitation, data analysis, identifying usage trends, and/or customer research; and (e) to share analytics and other derived Usage Data with third parties, solely in de-identified or aggregated form. The Services may contain technological measures designed to prevent unauthorized or illegal use of the Services; you understand and acknowledge that we may use these and other lawful measures to verify your compliance with these Terms and to enforce our rights, including Intellectual Property Rights, in and to the Services.

C.     Calvis Property.

The Services contain data, information, and/or other content, such as reputational or status indicators, in-world currency, and/or fictional property representing virtual achievements (for instance, badges, trophies, and/or powers) (collectively, “Calvis Property”). Notwithstanding any terminology that may suggest you own or have any claims to any Calvis Property, we solely and exclusively own all Calvis Property and we reserve all rights to same, except that we hereby grant you a non-exclusive, limited, non-transferable, and freely revocable license to use certain Calvis Property as permitted by the Services’ functionalities. Without limiting the generality of the foregoing, (a) Calvis Property is not redeemable for any sum of money or monetary value from Calvis at any time, and (b) we have the absolute right to manage, regulate, control, modify, transfer, and/or delete Calvis Property as we see fit, in our sole discretion, in any general or specific case, and we will have no liability to you based on our exercise of such right. Notwithstanding any value attributed to such data by you or by any third party, any data, user account history, and user account content residing on the servers running the serviceS may be altered, transferred, or deleted at any time, for any reason or no reason, in our sole discretion, with or without notice and with no liability of any kind. We do not provide or guarantee, and we expressly disclaim, any value, cash or otherwise, attributed to any data residing on the servers running the serviceS.

11.   Confidential Information.

The Services may include non-public, proprietary, or confidential information of Calvis and/or of other Users (“Confidential Information”). Confidential Information includes any information that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology, and marketing information. You will: (a) protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as you would use protect your own highly sensitive confidential information, but in no event with less than a reasonable degree of care; (b) not use any Confidential Information for any purpose other than to exercise your rights, or to perform your obligations, under these Terms; and (c) not disclose any Confidential Information to any person or entity, except your service providers or financial or legal advisors who/that (i) need to know the Confidential Information and (ii) are bound by non-use and non-disclosure restrictions at least as restrictive as those set forth in this Section.

12.   DMCA Notice.

We respect artists and content owner rights, and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (as it may be amended, “DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide all of the following information in writing:

·       an electronic or physical signature of a person authorized to act on behalf of the copyright owner;

·       identification of the copyrighted work that you claim has been infringed ;

·       identification of the material that is claimed to be infringing and its location on the Services;

·       information reasonably sufficient to permit us to contact you, such as your address, telephone number, and email address;

·       a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

·       a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to Calvis’s DMCA agent, using the following contact information:

Under United States federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.

Please note that the procedure outlined herein is exclusively for notifying Calvis and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Calvis’s rights and obligations under the Digital Millennium Copyright Act of 1998 (as it may be amended, “DMCA”), including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable law.

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Services and/or terminate the User accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

13.   Your Use of Third-Party Services.

THE SERVICES MAY CONTAIN LINKS TO THIRD-PARTY SITES, MATERIALS, AND/OR SERVICES (COLLECTIVELY, “THIRD-PARTY SERVICES”) THAT ARE NOT OWNED OR CONTROLLED BY US, AND CERTAIN FUNCTIONALITIES OF THE SERVICES MAY REQUIRE YOUR USE OF THIRD-PARTY SERVICES. IF YOU USE A THIRD-PARTY SERVICE IN CONNECTION WITH THE SERVICES, YOU ARE SUBJECT TO AND AGREE TO, AND MUST COMPLY WITH, THE THIRD PARTY’S TERMS AND CONDITIONS MADE AVAILABLE VIA, OR AGREED IN CONNECTION WITH, ITS SERVICES. WE DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES. IF YOU ACCESS A THIRD-PARTY SERVICE FROM THE SERVICES OR SHARE YOUR USER CONTENT OR OUTPUT ON OR THROUGH ANY THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS AND OUR PRIVACY NOTICE DO NOT APPLY TO YOUR USE OF ANY THIRD-PARTY SERVICE. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR ACCESS TO AND/OR USE OF ANY THIRD-PARTY SERVICE. ADDITIONALLY, YOUR DEALINGS WITH, OR PARTICIPATION IN PROMOTIONS OF, ADVERTISERS FOUND ON THE SERVICES, INCLUDING AS RELATES TO PAYMENT AND DELIVERY OF GOODS, AND ANY OTHER TERMS (SUCH AS WARRANTIES) ARE SOLELY BETWEEN YOU AND SUCH ADVERTISERS. YOU UNDERSTAND AND ACKNOWLEDGE THAT WE WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT RELATING TO YOUR DEALINGS WITH SUCH ADVERTISERS.

13.            Release.

You hereby release us from all claims, damages (whether direct, indirect, incidental, consequential, or otherwise), obligations, losses, liabilities, costs, debts, and expenses, in each case of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including any other User) in connection with the Services. In addition, you waive any applicable law that says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE RELEASED PARTY.”

14.   Disclaimer of Warranties.

THE SERVICES AND THE TECHNOLOGY UNDERLYING IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE, AND/OR NON-INFRINGEMENT), AND THE SAME ARE EXPRESSLY EXCLUDED. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.

WITHOUT LIMITING THE FOREGOING, CALVIS AND ITS AFFILIATES, LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “CALVIS INDEMNITEES”):

A.     MAKE NO, AND EXPRESSLY DISCLAIM (TO THE EXTENT PERMITTED BY LAW), ALL REPRESENTATIONS AND WARRANTIES AS TO, (I) THE TIMELINESS, SUITABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR OF THE SERVICES, (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR ANY SECURITY SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICES, OR (III) THE SECURITY SERVICES OR SERVICES PROVIDED BY, OR THE INTERACTIONS OR COMMUNICATIONS OF OR BETWEEN, USERS OF THE SERVICES (WHETHER ON- OR OFF-LINE, OR OTHERWISE) (INCLUDING, BUT NOT LIMITED TO, AS TO ANY SECURITY GUARD OR AGENCY’S ABILITY, PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSURE);

B.     DO NOT WARRANT THAT THE SERVICES IS OR WILL BE (1) ERROR-FREE OR THAT ACCESS THERETO WILL BE UNINTERRUPTED; OR (2) FREE FROM COMPUTER VIRUSES, SYSTEM FAILURES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS OR MALFUNCTIONS, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITES; AND

C.     DO NOT WARRANT, ENDORSE, GUARANTEE, RECOMMEND, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, INCLUDING BY ANY SECURITY GUARD OR AGENCY, AND CALVIS WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

United States federal law and some states, provinces, and other jurisdictions do not allow the exclusion of and/or limitations on certain implied warranties, so the above exclusions and/or limitations may not apply to you. These terms give you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations under these terms will not apply to the extent prohibited by applicable law.

15.   Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY CALVIS INDEMNITEE BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY PORTION THEREOF. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR YOUR USER ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVERS RUNNING THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (G) YOUR DATA, ANY USER CONTENT, OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT CALVIS IS LIABLE FOR DAMAGES, IN NO EVENT WILL CALVIS’S AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED: (A) IF YOU ARE A CLIENT, THE TOTAL FEES PAID BY YOU TO CALVIS IN THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE; AND (B) IF YOU ARE AN AGENCY OR SECURITY GUARD, THE TOTAL PAYMENTS PAID TO YOU BY CLIENTS IN THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF AND/OR LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND/OR LIMITATIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

16.   Indemnification.

Users’ indemnification obligations are set out below in this Section. Calvis reserves the right, in its own sole discretion, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Calvis.

A.     Client Indemnification.

If you are a Client, you shall indemnify, defend, and hold harmless Calvis and the Calvis Indemnitees from and against any and all claims, damages (whether direct, indirect, incidental, consequential, or otherwise), obligations, losses, liabilities, costs, debts, and expenses (including, but not limited to, legal fees) incurred in connection with (i) your use of, inability to use, or participation on, the Services; (ii) your breach or violation of these Terms; (iii) your violation of any law, or the rights of any User or third party; (iv) your use of any third-party links or websites that appear on the Services; (v) any User Content and/or Feedback submitted by you or using your User Account to the Services, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful; and (vi) any dispute between you and any other User.

B.     Agency and Security Guard Indemnification.

If you are an Agency or Security Guard, you shall indemnify, defend, and hold harmless Calvis and the Calvis Indemnitees from and against any and all claims, damages (whether direct, indirect, incidental, consequential, or otherwise), obligations, losses, liabilities, costs, debts, and expenses (including, but not limited to, legal fees) incurred in connection with (i) your use of, inability to use, or participation on, the Services; (ii) your participation in Security Services, or your ability or inability to perform Security Services or to receive payment therefor; (iii) your breach or violation of these Terms; (iv) your violation of any law, or the rights of any User or third party; (v) any User Content and/or Feedback submitted by or about you or using your User Account to the Services, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful; (vi) the acts or omissions of any Security Guards; and (vii) any dispute between you and any other User.

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. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue will be resolved under and governed by the law of the U.S. state where you live (if applicable) or the jurisdiction mutually agreed upon in writing by you and us. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Confidential Information, or Intellectual Property Rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that Delaware is the proper and exclusive forum for any appeals of an arbitration award, or for trial court proceedings in the event that the Arbitration Agreement below is found to be unenforceable. These Terms were drafted in the English language and this English language version of the Terms is the original, governing instrument of the understanding between you and us. In the event of any conflict between the English version of these Terms and any translation, the English version will prevail.

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”). This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms.

                                  i.       Opting Out of Arbitration Agreement. If you are a new User, you can reject and opt out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing us at hello@calvis.com with your full, legal name and stating your intent to opt out of this Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms, including the provisions regarding controlling law or the courts in which any disputes must be brought.

                                ii.       Dispute-Resolution Process. For any Claim, you will first contact us at hello@calvis.com and attempt to resolve the Claim with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by JAMS before a single arbitrator (the “Arbitrator”), under the Optional Expedited Arbitration Procedures then in effect for JAMS (the “Rules”), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement will control. The arbitration will be conducted in the U.S. county where you live (if applicable) or New Castle County, Delaware, unless you and Calvis agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing and administrative fees and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorneys’ fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this would not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and we agree that the Arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are, or whether any provision of these Terms is, unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel.

                               iii.       Equitable Relief. NOTHING IN THIS ARBITRATION AGREEMENT WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, CONFIDENTIAL INFORMATION, OR INTELLECTUAL PROPERTY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN A SMALL CLAIMS COURT, PROVIDED THAT YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.

                               iv.       Severability. If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, will be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this Arbitration Agreement, which will remain in force, or on the parties’ ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement will be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief will be stayed pending the outcome of any individual claims in arbitration.

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 NATUAL 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.

19.   Export Controls.

You understand and acknowledge that the Services may be subject to export control laws and regulations. You will comply with all applicable import and export and re-export control and trade and economic sanctions laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations maintained by the U.S. State Department. You represent and warrant that you are not, and that no person to whom you make the Services available or that is acting on your behalf, or, if you are an Organization, that no person or entity owning 50% or more of your equity securities or other equivalent voting interests, is (a) listed on the List of Specially Designated Nationals and Blocked Persons or on any other list of sanctioned, prohibited, or restricted parties administered by OFAC or by any other governmental entity, or (b) located in, a national or resident of, or a segment of the government of, any country or territory for which the United States maintains trade or economic sanctions or embargoes or that has been designated by the U.S. Government as a “terrorist supporting” region.

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. These Terms apply to and govern your access to and use of the Services effective as of the start of your access to the Service, even if such access began before publication of these Terms. Your continued use of the Services after any change to these Terms constitutes your acceptance of the new Terms of Service. If you do not agree to any part of these Terms or to any future Terms of Service, do not access or use (or continue to access or use) the Services.

B.     Entire Agreement; Severability.

These Terms, together with any amendments and any additional agreements you may enter into with us in connection with the Services, will constitute the entire agreement between you and us concerning the Services. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us, or to your access to or use of the Services. Except as otherwise stated in the Arbitration Agreement, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.

C.     No Waiver.

No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or of any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

D.     Assignment.

You hereby acknowledge and agree that we may assign or transfer these Terms without your consent. In any case, this assignment will be notified to the User who, in the event legally foreseen, may terminate these Terms and cease use of the Services. Upon the effective date of the assignment of these Terms (a) Calvis shall be relieved of all rights, obligations and/or liabilities to you arising in respect of events postdating the effective date of the assignment, and (b) the assignee entity shall replace Calvis for the performance of the Agreement. You may not assign or transfer these Terms without our prior written approval. Any assignment in violation of this Section shall be null and void. These Terms will inure to the benefit of Calvis, its successors and assigns. All parts of these Terms which, by their nature, should survive the expiration or termination of these Terms shall continue in full force and effect subsequent to, and notwithstanding, the expiration or termination of these Terms or your use of the Services.

E.     California Residents.

The provider of the Services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting it in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

F.        Contact.

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