Optional Supplemental Security Service Terms
Last Modified: June 26th 2025
Users who enter into a Security Services Agreement with another User are free to agree to these Optional Supplemental Security Service Terms (the “Optional Terms”), in whole or in part, or to agree to different or additional terms for their Security Services Agreement(s). However, if and to the extent that the Users who are party to a Security Services Agreement have not agreed to different terms, or the Security Services Agreement to which they agree does not contain terms at least as protective of the Client as those set forth in these Optional Terms, then they agree to incorporate these Optional Terms. Users may not, by agreement amongst themselves, alter the rights or responsibilities of Calvis or agree to any terms that would violate the Terms of Service. Neither Calvis, nor any affiliate of Calvis, is a party to any Security Services Agreement by or between Users regardless of whether these Optional Terms are incorporated.
You acknowledge and agree that Users have discretion whether to contract with each other and negotiate and determine the specific terms of their Security Services Agreement. The Optional Terms may not be appropriate for all Security Services Agreements and may be adjusted and added to as the Client and the Agency deem appropriate.
1. The Parties.
The Client and the Agency identified under the Security Services Agreement are the parties to the Security Services Agreement. Calvis is not a party to the Security Services Agreement.
2. The Services.
The Agency shall provide Security Services for the Client, including, but not limited to, assessing and evaluating the Client’s security needs in accordance with industry standards, designing and implementing a plan for provision of Security Services, and providing protection in accordance with industry standards to the Client, the Client’s customers, the Client’s invitees, the Client’s employees and other personnel, and the property at which the Security Services will occur.
Additionally, and to effectuate the foregoing, the Agency, through its Security Guards, shall oversee, monitor and effectively control, in accordance with industry standards and applicable law, all potential and actual hazards and dangers, and when appropriate, report to the appropriate authorities and the Client.
3. Responsibility for Security Guards.
The Agency is fully responsible for the quality of Security Services. While the Client shall have the right to inspect progress or receive reports relating to the Security Services, the Client shall have no right to direct the operative details of the work performed by Security Guards. The Client does not retain, and shall have no right to control, the manner in which the Agency’s work is performed. The manner in which Security Services are provided shall be solely determined and managed by the Agency. The supervisory personnel of the Agency are responsible for the direct supervision of the Security Guards.
The Agency will ensure that all Security Guards will fully perform all duties as agreed upon between the Client and the Agency, with reasonable care and consistent with industry standards and applicable law. The Agency agrees to respond in a timely manner to any correspondence received from the Client regarding the Agency’s Security Guards.
4. Relationship between the Agency and the Client.
As between the Agency and the Client, the Agency is an independent contractor of the Client. Neither the Agency, nor its Security Guards, shall be considered or classified as agents or employees of the Client. Nothing contained in these Optional Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner.
5. Confidential Information.
A. Confidentiality.
The Security Services may include receiving or otherwise coming into possession of non-public, proprietary, or confidential information of the Client (including, but not limited to, the Client’s customers, invitees, employees and other personnel, and property) (“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, and information regarding event attendees (including but not limited to guest lists), event locations, and occurrences at such events. The Agency will: (a) protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as it would use protect your own highly sensitive confidential information, but in no event with less than a reasonable degree of care; (b) not disclose or permit others to disclose Confidential Information to anyone without first obtaining the express written consent of the Client; (c) not use or permit the use of Confidential Information, except as necessary for the performance of Security Services (including, without limitation, the storage or transmission of Confidential Information on or through Calvis’ Services); and (d) limit access to Confidential Information to the Agency’s personnel or Security Guards, as applicable, who (i) need to know such information for the performance of Security Services and (ii) are bound by non-use and non-disclosure restrictions at least as restrictive as those set forth in this Section 5.
B. Return of Confidential Information.
If and when Confidential Information is no longer needed for the performance of the Security Services for a Security Services Agreement or at the Client’s written request (which may be made at any time at the Client’s sole discretion), the Agency, will, at its expense, promptly destroy or return the Client’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The Agency agrees to provide written certification to the Client of compliance with this subsection within ten days after the receipt of the Client’s written request for such certification.
C. Publication.
Without limiting the generality of Section 5.A. (Confidentiality), the Client and the Agency will not publish, or cause to be published, any other party’s Confidential Information.
6. Insurance.
Each Client may communicate to Calvis or to the Agency (or both) its minimum insurance requirements, which may include, among other things, the maintenance of certain coverages in certain amounts, identification of the Client as an additional insured on applicable policies, and the like. At all times during the performance of Security Services for a particular Client, the Agency, at its sole cost and expense, shall maintain, and represents and warrants that, at the time the Security Services begin and throughout their performance, the Agency has in place, insurance coverage sufficient to meet or exceed such minimum insurance requirements.
Upon the written request of the Client, the Agency shall provide the Client with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this Section 6, and shall not do anything to invalidate such insurance. This Section 6 shall not be construed in any manner as waiving, restricting, or limiting the liability of either party for any obligations imposed under these Optional Terms (including but not limited to, any provisions requiring a party hereto to indemnify, defend, and hold the other harmless under these Optional Terms).
7. Indemnification.
The Agency shall indemnify, defend, and hold harmless the Client and its affiliates, and its and their respective directors, officers, members, employees, contractors, representatives, agents, successors, and assigns (the “Client Indemnitees”) from and against any and all damages, losses, liabilities, costs, debts, and expenses (including, but not limited to, legal fees and court costs) (“Losses”) incurred in connection with: (i) the Agency’s or any Security Guard’s violation of applicable laws; (ii) the Agency’s or any Security Guard’s breach of the Agreement (including these Optional Terms); or (iii) the acts or omissions of the Agency or any Security Guards (including without limitation their negligence, gross negligence, fraud, or willful misconduct and any property damage, personal injury, or death resulting therefrom). Notwithstanding the foregoing, the Agency may not settle or otherwise dispose of any claim, suit, action, or proceeding arising from or relating to the Security Services without the Client’s prior written approval. Any such settlement or release must contain a full release of claims and Losses against the Client and all relevant Client Indemnitees.