Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you (“you,” “your,” or “Customer”) and GuardMind, Inc., a Delaware corporation with offices at 1900 Camden Avenue, Suite 101, San Jose, CA 95124 (“GuardMind,” “we,” “us,” or “our”), and govern your access to and use of our website at guardmind.com, our software-as-a-service product at app.guardmind.com, our APIs, and any related services and content (collectively, the “Service”).

By creating an account, logging in, or otherwise accessing or using the Service, you agree to these Terms. If you do not agree, do not access or use the Service. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization, and “Customer” refers to that organization.

1. Eligibility and Accounts

1.1 Eligibility

You must be at least 18 years old and able to form a legally binding contract under applicable law. The Service is intended for business and professional use.

1.2 Account registration

To use the Service you must create an account by providing a valid email address and any other information we require. You agree to provide accurate, current, and complete information and to keep it current.

1.3 Account security

You are responsible for safeguarding your credentials and for all activity occurring under your account. You must notify us immediately at security@guardmind.com if you suspect any unauthorized access to or use of your account.

1.4 Authorized users

Each account is for use by the individual or organization that registered it. You may not share login credentials. Organizations may create additional seats subject to applicable pricing and seat limits set forth on guardmind.com/pricing or in a written agreement.

2. The Service

2.1 Description

The Service provides AI-powered video analytics capabilities, including natural-language video search, object detection, scene description, and related analytical outputs.

2.2 Access grant

Subject to your compliance with these Terms and timely payment of applicable fees, GuardMind grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the term of these Terms for your internal business purposes.

2.3 Modifications to the Service

We may add, modify, deprecate, or remove features of the Service at any time. Where a change has a material adverse effect on your use of the Service, we will use commercially reasonable efforts to give you advance notice.

2.4 Third-party services

The Service may interoperate with third-party services. Your use of those third-party services is governed by their own terms, and GuardMind is not responsible for them.

3. Credits, Pricing, and Billing

3.1 Credit model

The Service operates on a prepaid credit model. One (1) credit corresponds to twenty (20) minutes of video analysis. Consumption rates for specific features are described in the Service interface or on guardmind.com/pricing.

3.2 Purchase tiers

Credits are sold in packs at the prices listed on guardmind.com/pricing. We may change prices at any time on a prospective basis; credits already purchased are not affected by subsequent price changes.

3.3 Credit expiration

Unless otherwise agreed in writing, credits expire twelve (12) months from the date of purchase. Any subsequent credit purchase resets the expiration date for all credits in your account to twelve (12) months from the date of that subsequent purchase.

3.4 No transfer; no cash value

Credits have no cash value, are non-transferable between accounts, and may not be sold, gifted, or assigned to any third party.

3.5 Payment

Payment is processed through our payment processor, Stripe. By providing payment information, you authorize us (acting through Stripe) to charge the applicable amount, including any taxes, to the payment instrument you provide. You are responsible for keeping your payment information current.

3.6 Taxes

Fees do not include any sales, use, value-added, withholding, or other taxes, levies, or duties that may be imposed by any taxing authority. You are responsible for all such taxes, except for taxes based on GuardMind's net income.

3.7 Failed payments

If a payment fails or is reversed, we may suspend access to paid features, disallow further credit purchases, and require resolution of the payment issue before restoring access.

4. Refunds

Except as required by applicable law, all credit purchases are final. As a goodwill matter, you may request a refund of unused credits within seven (7) days of the original purchase by contacting hello@guardmind.com. Credits that have been consumed, even in part, and credits that have expired are not refundable.

5. Customer Content

5.1 Definition

“Customer Content” means any video, image, audio, text query, metadata, or other data that you (or any person authorized by you) upload to or generate within the Service.

5.2 Ownership

As between you and GuardMind, you retain all right, title, and interest in and to Customer Content. These Terms grant GuardMind no ownership rights in Customer Content.

5.3 License to GuardMind

You grant GuardMind a worldwide, non-exclusive, royalty-free license to host, store, transmit, process, display, and otherwise use Customer Content solely (a) to provide and improve the Service for you, (b) to enforce these Terms, and (c) to comply with our legal obligations. This license terminates with respect to a particular item of Customer Content when that item is deleted from the Service.

5.4 No model training without opt-in

GuardMind will not use Customer Content to train its underlying machine-learning models unless you separately and explicitly opt in.

5.5 Retention and deletion

Customer Content is automatically and permanently deleted thirty (30) days after upload via automated cloud storage lifecycle policies, unless a different retention period is agreed in writing. You are solely responsible for downloading or otherwise preserving any Customer Content you wish to retain beyond the deletion window. GuardMind has no obligation to retain Customer Content beyond the standard 30-day window.

5.6 Your representations regarding Customer Content

You represent and warrant that:

• (a) you own, or have all rights, consents, licenses, and authority necessary to upload, process, and use Customer Content through the Service;
• (b) the collection, generation, and uploading of Customer Content complies with all applicable laws in every jurisdiction in which the Customer Content was collected and in which any affected individuals reside, including privacy, data protection, surveillance, wiretapping, biometric, employment, labor, and notice-and-consent laws;
• (c)Customer Content does not infringe, misappropriate, or violate any third party's intellectual-property, privacy, publicity, or contractual rights;
• (d) Customer Content does not contain malware, viruses, or other harmful code, and does not violate the Acceptable Use Policy in Section 6.

6. Acceptable Use Policy

You agree not to (and not to allow any third party to):

• (a)upload, transmit, generate, store, or distribute any content that is unlawful, infringing, defamatory, harassing, threatening, or obscene, or that violates any third party's rights;
• (b) upload, transmit, store, or generate any child sexual abuse material (“CSAM”) or any material that sexually exploits or endangers minors. GuardMind complies with its reporting obligations under 18 U.S.C. § 2258A and will report apparent CSAM to the National Center for Missing & Exploited Children (“NCMEC”) and cooperate with law enforcement. Accounts associated with such material will be terminated and preserved as required by law;
• (c) use the Service to perform, attempt to perform, or facilitate facial recognition, biometric identification of natural persons, identification of natural persons by name, or matching of individuals against any external identity database;
• (d) use the Service in any manner that violates the privacy, data protection, surveillance, wiretapping, biometric, or two-party-consent laws of any jurisdiction in which Customer Content was collected or in which any affected individuals reside;
• (e) use the Service to harass, stalk, defame, discriminate against, profile, or otherwise harm any individual or group;
• (f) use the Service in connection with mass surveillance not authorized by law, or in any manner that poses a foreseeable and unreasonable risk to public safety, civil liberties, or fundamental human rights;
• (g)attempt to gain unauthorized access to the Service, to other users' accounts, or to any underlying infrastructure;
• (h) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, model weights, embeddings, training data, or underlying algorithms of the Service, except to the extent expressly permitted by applicable law notwithstanding this restriction;
• (i) circumvent or attempt to circumvent any rate limit, usage cap, security control, or access restriction;
• (j) use the Service to develop a competing product or service, to benchmark for the purpose of publishing comparative performance data, or to train any third-party machine-learning model;
• (k) use any automated means (including bots, scrapers, or harvesters) to access the Service except through documented APIs in accordance with their published limits;
• (l) introduce malware, viruses, worms, or other harmful code into the Service;
• (m) misrepresent your identity, affiliation, or authorization to act on behalf of any person or entity;
• (n) use the Service in any manner that is fraudulent or deceptive, or that could damage, disable, overburden, or impair the Service or its infrastructure.

We may investigate suspected violations and, in our sole reasonable discretion, suspend or terminate access without notice for serious or repeated violations.

7. Privacy

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Business customers may request our standard Data Processing Agreement by contacting legal@guardmind.com.

8. Intellectual Property

8.1 GuardMind IP

GuardMind and its licensors own all right, title, and interest in and to the Service, including all software, models, model weights, embeddings, user interfaces, documentation, trademarks, logos, and underlying intellectual property. Except for the limited license expressly granted in Section 2.2, these Terms grant you no rights in GuardMind's intellectual property. All rights not expressly granted are reserved.

8.2 Output

Subject to your compliance with these Terms, you may use the analytical outputs returned by the Service (“Output”) for your internal business purposes. You acknowledge and agree that Output is generated probabilistically by machine-learning systems, may be inaccurate, incomplete, or misleading, and should be subject to qualified human review before being relied upon for any decision that materially affects any individual or material business outcome.

8.3 Restricted uses of Output

You may not (a) represent Output as having been generated by a human, (b) use Output to train any machine-learning model, or (c) use Output in any manner prohibited by Section 6.

8.4 Trademarks

“GuardMind,” “GuardMind Recall,” “GuardMind Reflex,” and the GuardMind logo are trademarks of GuardMind, Inc. You may not use them without our prior written consent.

9. Feedback

If you provide suggestions, comments, ideas, or other feedback regarding the Service (“Feedback”), you grant GuardMind a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate the Feedback into the Service or any other GuardMind product, without obligation or attribution to you.

10. Confidentiality

“Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential under the circumstances. GuardMind's non-public technical information about the Service, including model behavior, latency and accuracy characteristics, and unreleased features, is GuardMind's Confidential Information.

The Recipient will (a) use the Discloser's Confidential Information solely to perform its obligations or exercise its rights under these Terms, (b) protect the Discloser's Confidential Information with at least the same degree of care that it uses to protect its own confidential information (and in no event less than reasonable care), and (c) not disclose the Discloser's Confidential Information to any third party except to its employees, contractors, and advisors who are bound by confidentiality obligations no less protective than these.

Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the Recipient, was rightfully known by the Recipient before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Discloser's Confidential Information.

11. Beta Features

GuardMind may make features of the Service available on a “beta,” “preview,” “experimental,” “early access,” or similar pre-release basis (“Beta Features”). Beta Features are provided “as is,” are excluded from any service commitments or warranties, may be modified, withdrawn, or discontinued at any time without notice, and may be subject to additional terms presented at the time of access. Information about Beta Features is GuardMind's Confidential Information.

12. Suspension and Termination

12.1 Termination by you

You may terminate these Terms at any time by ceasing all use of the Service and closing your account. Termination by you does not entitle you to a refund of consumed or expired credits.

12.2 Suspension or termination by GuardMind

GuardMind may suspend or terminate your access to the Service, in whole or in part, immediately and without prior notice if: (a) you materially breach these Terms (including the Acceptable Use Policy); (b) you fail to pay amounts when due; (c) we are required to do so by law or by a binding order of a governmental or judicial authority; or (d) continued provision of the Service to you presents a security, legal, regulatory, or material reputational risk to GuardMind, its users, or third parties. Where reasonable under the circumstances, we will attempt to provide notice and an opportunity to cure before suspension or termination.

12.3 Effect of termination

Upon termination of these Terms: (a) your right to access the Service ceases immediately; (b) any unused credits are forfeited unless eligible for refund under Section 4; (c) Customer Content is deleted in accordance with Section 5.5 (the 30-day deletion cycle continues to apply); and (d) sections of these Terms that by their nature should survive (including Sections 4, 5, 8, 9, 10, 13, 14, 15, 16, 17, 18, and 20) will survive.

13. Disclaimers

Except as expressly provided in these Terms, the Service and any Output are provided “as is” and “as available,” with all faults, and GuardMind and its licensors disclaim all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.

GuardMind does not warrant that the Service will be uninterrupted, error-free, accurate, or secure, or that any Output will be complete, accurate, or fit for any particular use. The Service is a tool intended to assist human review. You are solely responsible for all decisions you make based on Output, and you must not use Output as the sole basis for any decision that materially affects any individual's legal rights, employment, safety, or liberty.

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

14. Limitation of Liability

To the maximum extent permitted by applicable law:

• (a) Exclusion of indirect damages. Neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost data, loss of goodwill, or business interruption, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages, and regardless of the legal or equitable theory of liability.
• (b) Cap on direct damages. Each party's total cumulative liability arising out of or relating to these Terms or the Service will not exceed the greater of (i) the amounts you paid GuardMind in the twelve (12) months preceding the event giving rise to the claim, or (ii) one hundred U.S. dollars (US $100).
• (c) Exceptions. The limitations in this Section do not apply to: (1) your payment obligations; (2) your indemnification obligations under Section 15; (3) your violation of Section 6 (Acceptable Use Policy) or Section 8 (Intellectual Property); or (4) liability that cannot be excluded or limited under applicable law.

The parties agree that the limitations in this Section 14 reflect a reasonable allocation of risk and are a fundamental basis of the bargain between the parties.

15. Indemnification

You will defend, indemnify, and hold harmless GuardMind and its officers, directors, employees, affiliates, and agents from and against any third-party claims, demands, actions, losses, damages, liabilities, settlements, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• (a)Customer Content, including any claim that Customer Content infringes, misappropriates, or violates any third party's intellectual-property, privacy, publicity, or other rights;
• (b) your violation of Section 6 (Acceptable Use Policy);
• (c) your breach of any representation, warranty, or covenant in these Terms; or
• (d) your violation of any applicable law in connection with your use of the Service.

GuardMind will (i) promptly notify you in writing of the claim, (ii) give you sole control of the defense and settlement of the claim (provided that no settlement may impose any non-monetary obligation on GuardMind, or admit fault on the part of GuardMind, without GuardMind's prior written consent), and (iii) provide you with reasonable cooperation at your expense.

16. Export Controls and Sanctions

The Service is subject to U.S. export-control and economic-sanctions laws, including the Export Administration Regulations administered by the U.S. Department of Commerce and regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (“OFAC”). You represent and warrant that:

• (a) you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions;
• (b) you are not identified on any U.S. government list of prohibited, denied, or restricted parties, including the Specially Designated Nationals and Blocked Persons List, the Entity List, or the Denied Persons List; and
• (c) you will not use, export, re-export, transfer, or release the Service in violation of any applicable export-control or sanctions law.

17. U.S. Government End Users

If you are a U.S. federal government end user, the Service is “commercial computer software” and the related documentation is “commercial computer software documentation,” as those terms are used in FAR 2.101 and DFARS 252.227-7014, and is licensed to you only with the rights set forth in these Terms.

18. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Santa Clara County, California, and the parties consent to personal jurisdiction in, and the exclusive venue of, those courts. Each party waives any right to a trial by jury with respect to any dispute arising out of or relating to these Terms or the Service.

19. Changes to These Terms

We may update these Terms from time to time. If we make a material change, we will provide notice (such as by email to the address on your account, or by an in-product notification) at least thirty (30) days before the change takes effect, except where a shorter period is reasonably required to address legal, regulatory, or security obligations. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service before the effective date.

20. General

20.1 Notices

We may give notices to you by email to the address associated with your account, by posting within the Service, or by posting on guardmind.com. You must give notices to us by email to legal@guardmind.com or by mail to GuardMind, Inc., 1900 Camden Avenue, Suite 101, San Jose, CA 95124.

20.2 Assignment

You may not assign or transfer these Terms or any of your rights or obligations under them, by operation of law or otherwise, without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of substantially all of our assets. Any prohibited assignment is void.

20.3 Force majeure

Neither party will be liable for any failure or delay in performance under these Terms (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental actions, labor disputes, internet failures, or third-party service interruptions.

20.4 Independent contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, or agency relationship.

20.5 No third-party beneficiaries

These Terms do not create any third-party beneficiary rights.

20.6 Waiver

A waiver of any breach of these Terms is not a waiver of any subsequent breach. A failure to enforce any provision of these Terms is not a waiver of the right to enforce that provision later.

20.7 Severability

If any provision of these Terms is held to be unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while reflecting the parties' original intent.

20.8 Entire agreement

These Terms (together with the Privacy Policy, any applicable Data Processing Agreement, and any order forms or written agreements executed by both parties) constitute the entire agreement between the parties regarding the Service and supersede all prior and contemporaneous agreements, communications, and understandings, whether written or oral, on the subject.

20.9 Conflict

In the event of a conflict between these Terms and any signed written agreement between the parties regarding the Service, the signed written agreement controls.

21. Contact

• General inquiries: hello@guardmind.com
• Legal notices: legal@guardmind.com
• Security issues: security@guardmind.com
• Privacy requests: privacy@guardmind.com
• Mailing address: GuardMind, Inc., 1900 Camden Avenue, Suite 101, San Jose, CA 95124, USA
• Phone: +1 (415) 727-8214