Terms & Conditions

Welcome to www.guardship.cloud Before you proceed to use our services, products, devices, and tools, we kindly ask that you carefully read and understand the terms of service outlined in this policy. Your access and use of the services provided by GuardShip are contingent upon your acceptance and adherence to these terms. If you do not agree to abide by these Terms of Use in their entirety, please refrain from accessing or using our Service.

1. Definitions

1. Add-Ons :

   These refer to extra product enhancements, including limit increases and other supplementary features, which can be purchased.

2. Affiliate :

   An 'Affiliate' denotes any entity that has direct or indirect control over, is controlled by, or shares common control with a party involved in this Agreement.

3. Agreement or Customer Terms of Service :

   These terms encompass the general provisions outlined, along with any materials referenced or linked within this document.

4. Authorized Payment Method :

   A valid payment method accepted by us, including third-party payment options, that may be updated periodically.

5. Billing Period :

   The duration for which fees are prepaid according to an Order Form, typically aligning with the Subscription Term.

6. Confidential Information :

   Includes all confidential information disclosed by one party to the other, whether written or verbal, marked as confidential or reasonably deemed so.

7. Contact :

   An individual whose contact information is stored within the Subscription Service, distinct from a User.

8. Contact Information :

   Details such as name, email address, phone number, and similar information provided by visitors or uploaded by you.

9. Consulting Services :

   Professional services delivered by us, including training, installation, and integration.

10. Customer Data :

    All information submitted or collected via the Subscription Service, excluding GuardShip Content.

11. Customer Materials :

    Materials that you supply, post, or upload for public display through the Subscription Service.

12. Personal Data :

    Any information about an identifiable individual that is part of Customer Data and protected under relevant Data Protection Laws.

13. Subscription Term :

    The initial term of your subscription to the relevant Subscription Service and any subsequent renewal periods.

14. Third-Party Products :

    External products and services provided by third parties that interact with the Subscription Service.

15. Third-Party Sites :

    Websites owned by third parties, linked to from within the Subscription Service.

16. Total Committed Subscription Value :

    The total amount of Subscription Fees paid or payable during the Subscription Term, excluding fees for renewals and additional services.

17. Users :

    Your employees, representatives, consultants, contractors, or agents authorized to use the Subscription Service.

18. GuardShip, we, us, or our :

    Refers to the applicable contracting entity as specified in the 'Contracting Entity and Applicable Law' section.

19. You, your, or Customer :

    The person or entity using the Subscription Service or receiving Consulting Services, as identified in your account or Order Form.

2. Modification Of Terms Of Use

We retain the right to amend this User Agreement periodically, without prior notice. You acknowledge and agree that it is your responsibility to regularly review this User Agreement to stay informed of any alterations. Your continued utilization of our services following such modifications will constitute your acknowledgment and acceptance of the revised terms and conditions.

We will keep you informed of any changes to the terms and conditions and privacy policy via the email address you have provided. Please note that we do not deliver physical mail notices, and we are not accountable for unread or undelivered email notifications.

3. Rules for user conduct and service usage

By accessing www.guardship.cloud and utilizing the information, services, products, devices, apps, systems, and tools we offer, either directly or indirectly, you agree to use these services solely for their intended purposes as permitted by the terms of this User Agreement, as well as applicable laws, regulations, and widely accepted online practices or guidelines. Failure to adhere to any of these conditions constitutes a substantial breach of these Terms.

To access our services, you may be required to provide specific information about yourself and your company as part of the registration process, including payment details. You commit to providing accurate, current, and up-to-date information, refraining from providing false or inaccurate details during the account registration process.

You are responsible for safeguarding the confidentiality of any login information linked to the accounts you use to access our services. Consequently, you are liable for all activities occurring under your account(s). Users you add or invite while using our services may opt to associate with other accounts within the system. We bear no responsibility for any losses incurred as a result of such actions. When you log into the GuardShip system(s), be aware that other users from your account or other accounts with specific permissions, granted by admins or non-admin users, may have the ability to access your location, IP address, device details, and system type. They may also track live GPS location and GPS location history. Logging into the GuardShip system(s) may grant other users from your account or other accounts, as authorized by admins and non-admins, the ability to view or modify any information you have submitted or shared.

Unauthorized access to our services through any means other than those we provide is strictly prohibited. You explicitly agree not to employ any automated, unethical, or unconventional methods to access our services. Engaging in activities that disrupt or interfere with our services, including the servers and networks hosting our services, is also strictly prohibited. Attempting to copy, duplicate, reproduce, sell, trade, or resell our services is strictly forbidden. You are solely responsible for any consequences, losses, or damages incurred directly or indirectly by us due to any unauthorized activities conducted by you, as described above, which may result in criminal or civil liability. You agree to indemnify and hold GuardShip and its affiliates, as well as their directors, officers, managers, employees, donors, agents, and licensors, harmless from all losses, expenses, damages, and costs, including reasonable attorneys' fees, arising from any violation of this User Agreement or any failure to fulfill obligations related to your account, whether incurred by you or any other person using your account. We reserve the right to assume exclusive control over the defense of any claim for which we are entitled to indemnification under this User Agreement, in which case you shall provide us with the cooperation reasonably requested by us.

Neither you nor your company agents, subcontractors, or users who have registered for GuardShip may engage in a business similar to or related to a security guard management system like GuardShip for up to one year from the date of user registration. You may not copy, modify, reverse engineer, or decompile our system designs, methods, or processes.

Throughout the Subscription Term, we will grant your Users access to use the Subscription Service in accordance with this Agreement and the applicable Order. We may activate access to our Free Services for your Users at any time through your GuardShip account. All access, use, and receipt by your Users must comply with this Agreement. You may provide access and use of the Subscription Service to Users from your Affiliates, or permit them to receive the Consulting Services as specified in an Order. However, all such access, use, and receipt by your Affiliate's Users must also adhere to and comply with this Agreement, with you being continuously responsible for ensuring your Affiliates' compliance.

Additional features of the Subscription Service can be subscribed to by placing an additional Order or activating such features within your GuardShip account (if this option is available). This Agreement will be applicable to all additional Orders and features activated through your GuardShip account.

4. Prohibited and unauthorized use

You agree not to use the Subscription Service in any manner that violates the terms, or for any unlawful or prohibited purpose or in any manner prohibited by this Agreement.

5. No Sensitive Information

You acknowledge that the Subscription Services are not designed to process or manage sensitive information, and consequently, you agree not to use the Subscription Service to collect, manage, or process sensitive information. We disclaim any liability resulting from your use of the Subscription Service for collecting, processing, or managing sensitive information.

6. Customer Responsibilities

To fully realize the value of the Subscription Service and Consulting Services, your active participation and effort are essential. Resources that may be required from you include a project manager, one or more content creators, a sales sponsor, and an executive.

7. Free Trial

Upon registering for a free trial, you will gain access to the applicable Subscription Service for a trial period, free of charge. This trial period will last until 30 days. You can cancel your subscription anytime during your trial by logging into your account. If you do not cancel the subscription, the free subscription will automatically end and the paid subscription will begin. The default payment method provided during the signup process will be charged for the monthly service fees based on the active users in advance. If you cancel the subscription before the free trial concludes, your data within the Subscription Service may be permanently deleted, and we will not be able to recover it. Any additional terms and conditions presented on the trial registration page will also apply. The subscription must be canceled by the account owner by logging into the account.

8. Term Of Service And Fees

When you initiate a subscription via a free trial offer, you receive free access to the system, including all features and add-on modules, during the trial period. At the end of the trial, your account will automatically convert to a paid version, with all available features and add-on modules enabled during the trial. If you wish to exclude specific add-on modules or features, you must deactivate them through the subscription page. Failure to make these changes will result in your account being converted to a paid version with all modules and features, and your account will be charged according to the number of users. This subscription will continue until canceled. No refunds will be provided for automatic charges, even if the subscription is later canceled. If your payment method fails, we will attempt to process the payment two more times over three consecutive days. Continued failure may result in the deactivation of your account, requiring you to update your payment method. If your account remains inactive for three months, it may be permanently removed from our system.

9. Upgrades and Downgrades

Depending on your GuardShip product, you may be eligible to upgrade or downgrade your subscription by switching between the plans and adding or removing add-on modules. We make modifications to the Subscription Service periodically, including the addition or removal of features and functions, with the aim of enhancing overall system features and user experience.

10. Automatic Renewal

Unless you notify GuardShip before the end of the subscription period that you wish to cancel an Upgrade, your Upgrade subscription will automatically renew. You authorize us to collect the applicable annual or monthly subscription fee for the Upgrade, along with any applicable taxes, using the default payment method on the file.

11. Subscription Fees

The Subscription fee and plans may change without prior notice. Upon renewal, we may increase your Subscription Fees up to the current list price outlined on the pricing page with minimum user requirements. By signing up for subscription services you authorize us to charge your Authorized Payment Method for all fees during the Subscription Term. You also consent to our use of a third party for payment processing and the disclosure of your payment information to this third party. In the event of a failed payment, we may retry billing your Authorized Payment Method. Failure to successfully charge a valid Authorized Payment Method may result in the suspension of your access or the termination of your account, as specified in the 'Suspension' and 'Termination for Cause' sections.

You are responsible for keeping your business information, including your company name, address, and primary contact, up to date. You must also maintain the current Authorized Payment Method and billing information for the payment of fees and taxes. All fees are exclusive of taxes, which will be charged as applicable. You agree to pay any taxes related to your use of the Subscription Service and Consulting Services. You are not liable for taxes based on our gross revenues or net income. If you are in the European Union, fees exclude VAT, and you must provide your VAT registration number if requested. Failure to provide this number may result in the non-refundable charging of VAT. If you are subject to GST, fees exclude GST. In Canada, fees exclude GST, PST, and HST.

12. Subscription Cancelation

During the Subscription Term and any renewal terms, you may choose to cancel your subscription early, provided that, we will not provide any refunds and you will promptly pay all unpaid fees due through the end of the Subscription Term. You are responsible for promptly paying all outstanding fees due through the end of the Subscription Term. Upgrading or downgrading your subscription, the actual amount may be different based on your proration charges. After downgrading your subscription, the remaining balance will be added to your credit balance and balance will be adjusted in the next invoice. We do not provide refunds if you decide to stop using the GuardShip subscription during your Subscription Term.

The responsibility for cancellation lies solely with you. You must initiate the subscription cancellation process by logging into your account. Failure to cancel the subscription will result in continued charges to the default payment method on file. Any losses incurred due to failure to cancel your subscription in a timely manner will be your sole responsibility. If you decide to resume the subscription after a prior cancellation at any point, the charging process will resume.

When you add or remove users registered in the GuardShip platform, the subscription will be adjusted accordingly. In cases of non-payment, a user's access to the GuardShip platform will be suspended until payment is received. Access will be reinstated upon successful payment processing.

13. Suspension For Non-Payment

We will provide notice of non-payment in the form of email and may suspend access to the Subscription Services until full payment is received. We will not suspend the Subscription Service while you are actively disputing charges in good faith. We do not guarantee that the email notices will be delivered or received by the customers.

14. Suspension For Present Harm

If your website, or use of the Subscription Service, presents security vulnerabilities, is involved in disruptive activities, or causes harm to us or others, we may suspend access to the Subscription Service. We will make efforts to limit the suspension to the affected part of the service and resolve issues promptly.

15. Suspension And Termination Of Free Services

We may suspend, limit, or terminate Free Services at any time without notice. Your access to GuardShip services remains subject to this Agreement as long as you have an active account. Upon termination or expiration of this Agreement, you must cease all use of the Subscription Service and GuardShip Content.

16. Confidentiality

The Receiving Party shall Safeguard the confidentiality of the Confidential Information provided by the Disclosing Party, employing a level of care no less than that used to protect its own similar confidential information, which shall not fall below the standard of reasonable care. Utilize the Confidential Information solely within the scope of this Agreement and for no other purpose.

Refrain from disclosing the Confidential Information of the Disclosing Party to any third party, with the exception of third-party service providers employed by us to deliver certain elements of the Subscription Service or Consulting Services, and except for your GuardShip Solutions Partner, who is bound by confidentiality obligations. The Receiving Party will restrict access to the Confidential Information of the Disclosing Party to its own employees, contractors, and agents, as well as those of its affiliates, who require such access for purposes consistent with this Agreement. These individuals must have executed confidentiality agreements with the Receiving Party that provide protections no less stringent than those outlined herein.

The Receiving Party may reveal the Confidential Information of the Disclosing Party if compelled to do so by any federal, state, or local law, statute, rule, regulation, subpoena, or legal process. However, the Receiving Party will promptly notify the Disclosing Party of any such request for disclosure, providing sufficient information for the Disclosing Party to challenge the request and/or obtain an appropriate protective order. If notification is prohibited by law, the Receiving Party shall disclose the minimum amount of Confidential Information required by the applicable legal mandate. Additionally, the Receiving Party will refer the request to the Disclosing Party and offer reasonable assistance to the Disclosing Party at the Disclosing Party's expense, in opposing such disclosure or seeking a protective order, unless explicitly prohibited by law or court order. In no circumstance shall the Receiving Party disclose Confidential Information to any party other than a government agency, except as mandated by a valid court order from a jurisdiction with authority, compelling such disclosure. This includes scenarios where the Disclosing Party refuses to grant consent or neglects to respond to the Receiving Party's inquiries regarding the request for disclosure of the Confidential Information.

17. Posting and Conduct Restrictions

You are solely responsible for the User Content you post, upload, link to, or otherwise make available via the Service.

We act as a conduit for the online distribution and publication of your User Content but reserve the right to remove any User Content from the Service at our discretion. Your use and access to the Service are subject to the following explicit conditions regarding User Content. Failure to adhere to these conditions constitutes a material breach of these Terms.

We do not tolerate objectionable content and abusive users. Our website and apps provide various open communication tools, such as blog comments, blog posts, public chat, forums, message boards, newsgroups, product ratings, reviews, various social media services, messenger chats, and reports. We generally do not pre-screen or monitor content posted by users of these communication tools. It is your responsibility to use these tools in a responsible and ethical manner when submitting content to our website.

Illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language.

Infringing on any trademark, patent, trade secret, copyright, or other proprietary rights of any party.

Containing unauthorized or unsolicited advertising.

Impersonating any person or entity, including GuardShip employees or representatives.

When you upload or post User Content, you grant the Site a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the provision of the Service.

You grant each user of the Service a worldwide, non-exclusive, royalty-free license to access your User Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display, and perform such Content to the extent permitted by the Service and under these Terms of Use.

You will not submit content that is copyrighted or subject to third-party proprietary rights unless you own such rights or have the appropriate permission from the rightful owner to submit such content.

We have the right at our discretion to remove any content that we believe does not comply with this User Agreement, as well as any content we deem offensive, harmful, objectionable, inaccurate, or in violation of any third-party copyrights or trademarks. We are not responsible for any delay or failure in removing such content. If we remove content you posted, you consent to such removal and waive any claims against us.

We do not assume liability for any content posted by you or other third-party users of our website. However, content posted by you using open communication tools on our website becomes the property of GuardShip. This grants us a perpetual, irrevocable, worldwide, royalty-free, exclusive license to reproduce, modify, adapt, translate, publish, publicly display, and distribute such content as we see fit. This applies only to content posted via open communication tools and not to information provided during the registration process, which is covered by our privacy policy.

Any concerns related to the use of GuardShip's system must be addressed and resolved directly with the GuardShip team or through mediation. Before posting negative reviews online or elsewhere on the internet, users must make an effort to resolve the matter through direct contact or mediation.

By posting User Content via the Service, you expressly grant us a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list, edit, translate, distribute, publicly perform, publicly display, and create derivative works from such User Content and your name, voice, and/or likeness contained in your User Content, as applicable, in whole or in part, and in any form, media, or technology, whether known now or developed in the future, for use in connection with the Service.

We may use your company logo, name, images, or any other copyrighted content from your website on our website, blogs, or any other medium or social media channels for marketing purposes only. If you wish to object or request the removal of such content or information, please contact us to have it removed.

18. Installation, Customization, and Updates

All updates, upgrades, enhancements, and modifications to the Service must be carried out by GuardShip. The installation of the Service and any necessary adjustments to the Service on your system are your responsibility. While these Terms are in effect, you must grant GuardShip access to your computer system to enable the installation of all updates. Failure to allow GuardShip to install updates or to compensate GuardShip for the installation of updates will automatically void all warranties related to the Service and your license to use the Service.

19. Limitation of warranties

• The use of our Services will meet your specific needs or requirements.
• The use of our Services will be uninterrupted, timely, secure, or error-free.
• The information obtained through the use of our Services will be accurate or reliable.
• Any defects in the operation or functionality of any Services we provide will be rectified or corrected.

• Any content downloaded or acquired through the use of our Services is done at your discretion and risk, and you are solely responsible for any damage to your computer or other devices and any loss of data that may result from the download of such content.
• You are solely responsible for backing up your data, and we will not be held liable for any data loss for any reason.
• No information or advice, whether expressed, implied, oral, or written, obtained from www.guardship.cloud or through any Services we provide, creates any warranty, guarantee, or condition unless expressly outlined in this User Agreement.

When inviting users such as guard portal users, back-office users, client portal users, or any other user on the GuardShip platform, these users have the option to leave or join another account on the GuardShip platform at any time. Information shared by users, such as company employees, security guards, and clients, will be visible to representatives of other accounts, their clients, and other users with access to the services. The GuardShip team may access company data to provide technical support, including but not limited to clients, guards, reports, and settings.

As a security guard, when you sign up for a GuardShip account, you agree to use your personal or company-provided mobile device to share important information about yourself, job activity, and your device while working as a security guard for a security guard company. While signed in, you are solely responsible for any data charges or other cellular carrier charges.

Furthermore, you understand that while using your mobile device, you will be responsible for general wear and tear, and you agree not to hold GuardShip responsible for any direct or indirect losses resulting from the use of our system.

As a security guard registered on the GuardShip platform and using GuardShip, you understand that when GPS tracking is enabled, the app tracks your location while you are using the app. This information is secure from unauthorized access but can be viewed by other users who have access to accounts of companies for which you work.

The panic button feature is designed to alert the admin in case of a non-emergency situation only. In the event of an emergency, you must always contact your local emergency services. It is strongly advised not to rely on the panic button feature to get the attention of other users of the system during an emergency. You agree not to hold GuardShip responsible for any losses directly or indirectly resulting from the use of the panic button feature.

20. Limitation of liability

In addition to the Limitation of Warranties explained above, you expressly understand and agree that any claim against us will be limited to the amount you paid, if any, for the use of products and/or services. GuardShip will not be liable for any direct, indirect, incidental, consequential, or exemplary losses or damages incurred by you as a result of using our Services or due to any changes, data loss, corruption, cancellation, loss of access, or downtime to the fullest extent permitted by applicable limitation of liability laws.

21. Privacy and Cybersecurity Indemnification

You agree that GuardShip Services and the Platform are used for processing information and Personal Data that you provide either individually or through a transfer by a business entity under these Terms. For the purposes of these Terms, you are designated the Data Controller, and GuardShip is designated as the Data Processor. You further acknowledge your obligations as the Data Controller under the GuardShip Data Processing Agreement.

To the fullest extent permitted by law, for all Personal Data you collect, process via the Services, or maintain on the Platform, you shall indemnify and hold GuardShip, its Affiliates, and their respective officers, directors, trustees, shareholders, employees, and agents (each an "Indemnified Party") harmless from and against any and all damages, liabilities, or third-party claims against any Indemnified Party. This includes loss, cost, damage, or expense of every kind and nature (including, without limitation, penalties imposed by law, regulations, rules by any regulatory authority, court costs, expenses, and reasonable attorneys' fees). This indemnification applies to matters arising from privacy and cybersecurity requirements, including but not limited to compliance with Articles 5 to 21, and 32 to 37 of the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council ("GDPR"). It also covers breaches or non-compliance with this Agreement or any omissions, negligence, gross negligence, or willful misconduct by you or any of your representatives.

22. Copyrights, Trademarks, and Intellectual Property

You acknowledge and agree that all intellectual property rights related to the Service, including copyrights, trademarks, and other proprietary rights, are retained by us and our licensors. Any mention of other product and company names on the Service may be trademarks of their respective owners. We reserve all rights not expressly granted to you under these Terms of Use. All content, such as images, text, icons, and similar materials, is provided by the contractors and subcontractors hired by GuardShip. In the event of any conflicts involving copyright or trademark issues, GuardShip will investigate and remove such material from the site. However, GuardShip is not directly responsible for the use of such copyright and trademark violations. All content and materials available on www.guardship.cloud , including but not limited to text, graphics, website names, code, images, and logos, are the intellectual property of GuardShip and are protected by applicable copyright and trademark laws. Unauthorized use, including reproduction, distribution, display, or transmission of any content on this site, is strictly prohibited unless specifically authorized by GuardShip.

23. Disclaimer of warranty or guarantee

Unless otherwise explicitly stated, GuardShip expressly disclaims all warranties and conditions, whether expressed or implied, including but not limited to implied warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement. You acknowledge and agree that the use of the service is at your sole risk. GuardShip cannot and does not warrant that the service will meet all your requirements, be uninterrupted, error-free, or that any defects in the service will be corrected. The services are provided "AS IS" and "AS AVAILABLE" with all faults and without warranty of any kind. No oral or written information or advice provided by GuardShip or its authorized representatives shall create a warranty.

23. Performance warranty

We warrant that the Subscription Service and Consulting Services will be provided in accordance with generally accepted industry standards, and we will not knowingly introduce any viruses or other forms of malicious code into the Subscription Service. However, this warranty does not apply to you if you only use the Free Services.

In the event of non-conformance with this warranty, we will make commercially reasonable efforts to correct such non-conformance. If we cannot correct it within sixty (60) days from the date when you notified us, either party may terminate this Agreement. We will not have any obligation or liability under this section if the non-conformance is caused by factors such as combining the Subscription Service with hardware, software, equipment, or data not provided by us, or any modification of the Subscription Service not carried out by us or not in accordance with provided specifications or instructions, or the use of the Subscription Service in violation of or beyond the scope of this Agreement.

24. Limitation of Liability

Except for liability related to payment of fees, obligations under the "Indemnification" section, and violation of our intellectual property rights, if, despite other terms of this Agreement, either party or its affiliates is found liable to the other party, its affiliates, or any third party, the aggregate liability of a party and its affiliates will be limited to the total amounts paid or payable for the Subscription Service in the twelve-month period preceding the event giving rise to a claim. However, this limitation will not apply if you only use the Free Services, in which case our aggregate liability will be limited to one hundred U.S. dollars.

25. General Indemnification

You will indemnify, defend, and hold us and our Affiliates harmless against any third-party claims, suits, actions, or proceedings brought against us due to unauthorized or illegal use of the Subscription Service, noncompliance with this Agreement, use of Third-Party Products, or unauthorized use of the Subscription Service by anyone using your User information. We will notify you of such claims, and you will have sole control of the defense or settlement. We will provide you with information and assistance reasonably requested by you. You will not accept any settlement that imposes obligations on us or requires admissions or liability not covered by these indemnifications without our prior written consent.

26. Actions Permitted

Except for actions related to nonpayment or breach of proprietary rights, no action arising from or related to this Agreement may be brought by either party more than one (1) year after the cause of action arises.

27. Relationship of the parties

No joint venture, partnership, employment, or agency relationship exists between you and us.

28. Compliance with laws

We will comply with all U.S. state and federal laws (where applicable) in our provision of the Subscription Service and Consulting Services and processing of Customer Data. We reserve the right to disclose information as necessary to satisfy any law, regulation, legal process, or governmental request. This Agreement is for services and not for the sale of goods. The Uniform Commercial Code (UCC) and Uniform Computer Information Transaction Act (UCITA) do not apply. If you are outside the U.S., the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement.

29. Force majeure

GuardShip will not be liable for any loss, damage, or delivery delay due to acts of God or causes beyond its reasonable control, including acts of the Customer, civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, transportation delays, embargoes, or the inability to obtain necessary engineering talent, labor, materials, or manufacturing facilities. In such cases, the delivery date will be extended as necessary to compensate for the delay.

30. Governing law and venue

This Contract is governed by the laws of the State of California, except for conflict of laws provisions. All claims and disputes arising from this Contract will be decided by proceedings in a court of competent jurisdiction in the state in which the company is situated, with the parties expressly consenting to the venue and jurisdiction of such court.

Upon termination or expiration of this agreement, the terms and conditions herein shall continue to apply to any ongoing obligations, rights, or responsibilities, which by their nature, should survive termination, including but not limited to, Sections related to intellectual property, indemnification, limitations of liability, and dispute resolution.