Terms and Conditions

SOFTWARE SUBSCRIPTION AND NOTIFICATION SERVICES

(SOE Alerts)

These Terms and Conditions for the Software Subscription and Notification Agreement (SOE Alerts) (“Terms”) govern your use of the SOE alerts platform and related services described herein, provided by GUARDRAILAI LLC, a Utah limited liability company. By executing a Customer Order Form (“Order Form”) that incorporates these Terms by reference, you (“Customer”) agree to be bound by them. These Terms are legally binding and, together with the Order Form, constitute the entire agreement between you and Provider.

1. SERVICES

   1. Access. Provider will use commercially reasonable efforts to deliver to Customer automated notifications by email regarding existing states of emergency (each, an “SOE”, collectively “SOEs”) in U.S. states (“Services”). Such notifications will be provided on a daily or weekly basis, as specified in the applicable Order Form.
   2. License. Subject to these terms, Provider grants Customer a non-exclusive, non-transferable, limited right to access and use the Services during the Term for internal business purposes.
   3. Restrictions. Customer may not: (a) copy, modify, or create derivative works of the Services; (b) reverse engineer or attempt to extract source code; (c) use the Services for unlawful purposes; or (d) resell, sublicense, or distribute the Services without Provider’s consent. Customer may use the notifications provided under the Services solely for its internal business purposes and in accordance with these terms. Notifications may not be shared with third parties except as reasonably necessary for Customer’s internal operations.
   4. Services, Support and Data Disclaimer.
   1. The Services consist of automated notifications delivered by email to the Customer’s designated recipient(s) regarding existing SOEs. Provider will use commercially reasonable efforts to maintain at least 99.5% uptime for the Services on a daily or weekly notification basis, as selected in the applicable Order Form (for clarity, the intent of the Services is to notify Customer of SOEs on a near-real-time basis; accordingly, monthly notifications are not offered). Uptime calculations will exclude periods of scheduled maintenance, force majeure events, or other events outside Provider’s reasonable control.
   2. Provider will provide technical support with the following response times: (a) Critical issues (e.g., complete outage preventing delivery of all notifications) – Provider will respond within four (4) hours of Customer’s notice; (b) Non-critical issues – Provider will respond within two (2) business days of Customer’s notice.
   3. Disclaimer of Data Accuracy. Customer acknowledges that the Services rely on publicly available and third-party data sources outside Provider’s control. Provider does not warrant, and expressly disclaims any responsibility for, the accuracy, completeness, reliability, or timeliness of the underlying SOE information. Notifications are provided “as is” for informational purposes only, and Customer assumes sole responsibility for any reliance thereon.
   4. Provider shall have no liability for downtime, delivery delays, or failures caused by Customer’s systems, email servers, internet service providers, or third-party platforms outside Provider’s control.
   5. Customer’s sole and exclusive remedy for any breach of this Section shall be service credits not exceeding an amount equal to one (1) month of the subscription fees paid by Customer under the applicable Order Form.

2. TERM AND TERMINATION

   1. Term. These terms commence on the Effective Date of the Order Form and continue for one (1) year, or one (1) month, as applicable automatically renewing annually unless either party provides at least thirty (30) days’ written notice of non-renewal. Provider reserves the right to modify fees upon renewal with thirty (30) days' notice.
   2. Termination.
   1. For Cause. Either party may terminate Order Form upon written notice if the other party materially breaches these terms and fails to cure such breach within ten (10) days after receiving written notice of such breach.
   2. For Convenience. Either party may terminate the Order Form for convenience upon thirty (30) days’ prior written notice to the other party.

3. FEES & PAYMENT

   1. Fees. Customer shall pay subscription fees on either a monthly or annual basis, as set forth in the applicable Order Form (“Fees”), payable in advance. All Fees are non-refundable, except as expressly stated herein. Provider may increase Fees (a) for monthly subscriptions, upon thirty (30) days’ prior notice, and (b) for annual subscriptions, upon thirty (30) days’ prior notice effective as of the next renewal term. Taxes and third-party charges are additional.
   2. Late Payment. Unpaid amounts will accrue interest at 1.5% per month or the maximum allowed by law.

4. NO WARRANTY & DISCLAIMERS

   1. No Accuracy Guarantee. The Services provide alerts and information based on third-party and government sources. PROVIDER DOES NOT WARRANT OR GUARANTEE THAT THE INFORMATION IS ACCURATE, COMPLETE, CURRENT, OR ERROR-FREE.
   2. As-Is Basis. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
   3. Customer Responsibility. Customer acknowledges and agrees that it is solely responsible for all decisions made in connection with its business operations, including those related to emergency preparedness, response, and compliance. The Services are intended only as a tool to assist Customer in identifying potential state or federal emergency declarations, and are not intended to serve, and shall not be relied upon, as Customer’s sole or definitive source of emergency or regulatory information. Customer remains solely responsible for independently monitoring, verifying, and confirming any information provided through the Services, and for determining what actions, if any, are appropriate in light of such information. Provider shall have no liability whatsoever for any decisions, actions, or omissions of Customer (or its employees, agents, or contractors) arising out of or relating to Customer’s use of, or reliance upon, the Services.

5. LIMITATION OF LIABILITY

   1. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, USE, OR BUSINESS OPPORTUNITIES, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE OTHERWISE FORESEEABLE. CUSTOMER ACKNOWLEDGES THAT THE DISCLAIMERS OF DAMAGES SET FORTH HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN UNDER THESE TERMS.
   2. Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, DAMAGES, LOSSES, OR EXPENSES (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) ARISING OUT OF OR RELATED TO THE SERVICES, OR THE RESULTS THEREOF, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PROVIDER UNDER THE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMIT.

6. PRIVACY & CONFIDENTIALITY

   1. Data Privacy. Provider shall handle Customer’s data in accordance with its Privacy Policy, below. Customer acknowledges and agrees to such policy. Provider collects minimal personal data, limited to account information such as name, email address, and billing information, for the purpose of providing the Services, processing payments, and communicating with Customer. Provider does not access or process Customer’s stored content or sensitive personal data. Provider implements commercially reasonable safeguards to protect such limited data, but cannot guarantee absolute security. Customer acknowledges that no system is completely secure and releases Provider from liability for unauthorized access or data breaches not resulting from Provider's gross negligence.
   2. Privacy Policy. Provider will collect and use only the email addresses (and related contact names, if applicable) designated by Customer for notification delivery. Such information will be used solely to provide the Services, will not be sold or shared except with subcontractors supporting the Services under confidentiality obligations or as required by law, and will be protected by commercially reasonable safeguards. Customer is responsible for ensuring any necessary notices and consents are obtained before designating such email addresses.
   3. Confidential Information. Both parties agree to maintain in strict confidence all proprietary or confidential information disclosed in connection with the Order form or these terms and not to use such information except as necessary to perform obligations hereunder.
   4. Exclusions. Confidentiality obligations do not apply to information that is publicly available, independently developed, or obtained lawfully from a third party.

7. OWNERSHIP

   1. Provider IP. Customer acknowledges and agrees that all rights, title, and interest, including all intellectual property rights, in and to the Services, the underlying technology, software, algorithms, databases, user interfaces, know-how, trade secrets, documentation, and all enhancements, modifications, improvements, updates, and derivative works thereof (collectively, “Provider IP”), are and shall remain the sole and exclusive property of Provider and its licensors. Except for the limited rights expressly granted to Customer under these terms, no rights, title, or interest in or to the Provider IP are granted, assigned, licensed, or otherwise transferred to Customer, whether by implication, estoppel, or otherwise.
   2. Customer Data. Customer retains ownership of its data input into the Services. Provider may use aggregated, anonymized data for analytics, improvement of the Services, and any other business purposes, including creating derivative products or services.

8. GOVERNING LAW & ARBITRATION

   1. Governing Law. These terms and the Services are governed by the laws of the State of Utah, without regard to conflict of laws principles.
   2. Arbitration. Any dispute arising out of or relating to the Services or these terms shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be held in Salt Lake City, Utah. Judgment on the award may be entered in any court of competent jurisdiction.
   3. Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in court for protection of intellectual property or confidential information.

9. MISCELLANEOUS

   1. Entire Agreement. The Order Form and these terms constitute the entire agreement between the parties regarding the subject matter hereof.
   2. Amendment. Any amendment to the Order Form must be in writing and signed by both parties.
   3. Assignment. Neither party may assign the Order Form without the other’s consent, not to be unreasonably withheld, except that Provider may assign the Order Form without consent in connection with a merger, acquisition, sale of assets, or to an affiliate.
   4. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under these Terms (“Notices”) shall be in writing and delivered to Customer at the address or email address specified in the applicable Order Form (or to such other address or email as a party may designate by written notice in accordance with this Section). Notices shall be deemed effectively given: (a) when delivered personally; (b) when sent by nationally recognized overnight courier with written confirmation of delivery; (c) when sent by certified or registered mail, return receipt requested, postage prepaid, on the date indicated on the return receipt; or (d) when sent by email, on the date of transmission if sent during the recipient’s normal business hours, and on the next business day if sent after normal business hours, provided that the sender does not receive a bounce-back or similar error message. Each party is responsible for keeping its contact information current and accurate. Notices to Provider shall be sent to: mail@guardrail-saas.com.