Terms of Service

These Terms of Service ("Terms") govern access to and use of the Scorpion IQ website and the Scorpion IQ software-as-a-service platform, including web portals, mobile apps, guard kiosks and APIs (the "Service"), provided by Scorpion IQ, an Arizona-based company ("Scorpion IQ," "we," "us"). By creating an account, signing an order form, or using the Service, you ("Customer," "you") agree to these Terms.

1. The Service and subscriptions

Scorpion IQ provides a security operations platform for security companies, including scheduling, dispatch, patrol tracking, incident reporting, compliance monitoring, payroll and invoicing tools. Access is provided on a subscription basis under the plan and term in your order form or online checkout ("Subscription"). We may improve or modify features over time, but we will not materially reduce core functionality of your plan during a paid term.

2. Accounts

You are responsible for your account and for all activity under it, including actions by your administrators, employees, guards, clients and other users you invite ("Authorized Users"). Keep credentials confidential, use strong passwords, and notify us promptly of any unauthorized access. You must provide accurate account and billing information.

3. Acceptable use

You agree not to, and not to allow others to:

• Use the Service in violation of any law, including labor, privacy, licensing and security-industry regulations.
• Track individuals' location outside of lawful, disclosed, on-duty purposes, or without any notice or consent required by law.
• Upload malicious code, attempt to gain unauthorized access, or disrupt the Service.
• Reverse engineer, copy, resell or build a competing product from the Service, except as permitted by law.
• Use the Service to store or transmit unlawful, infringing or harmful content.

We may suspend access that violates this section or poses a security risk, with notice where practical.

4. Fees and billing

Fees are stated in your order form or on our pricing page and are billed in advance, monthly or annually, in US dollars. Unless stated otherwise, fees are non-refundable, and you are responsible for applicable taxes. Usage-based fees, such as additional guards or camera locations, are billed according to your plan. Late payments may incur interest at the lesser of 1.5% per month or the maximum allowed by law, and we may suspend the Service for accounts more than 15 days past due after notice. We may change pricing at renewal with at least 30 days' notice.

5. Customer data and ownership

You own your data. "Customer Data" means all data you or your Authorized Users submit to the Service, including guard, client, site, schedule, location, incident and financial records. You grant Scorpion IQ a limited license to host, process and display Customer Data solely to provide, secure and support the Service and as described in our Privacy Policy. For franchise or multi-company arrangements, each company retains ownership of its own Customer Data. You are responsible for having the rights and providing the notices needed to collect Customer Data, including guard location data. We may use aggregated, de-identified data that does not identify you or any individual to operate and improve the Service.

You may export Customer Data at any time during your Subscription and for 30 days after it ends, after which we may delete it in line with our retention practices.

6. Confidentiality

Each party will protect the other's non-public business, technical and financial information with at least reasonable care, use it only to perform under these Terms, and disclose it only to people who need to know it and are bound by similar obligations. This does not apply to information that is public, already known, independently developed, or rightfully received from a third party.

7. Security and availability

We maintain administrative, technical and physical safeguards designed to protect Customer Data, as described in our Privacy Policy. We aim for high availability but do not guarantee uninterrupted service. Any service-level commitments apply only if they are stated in your order form.

8. Warranties and disclaimers

We warrant that the Service will perform materially as described in our documentation during your Subscription. Except as expressly stated, the Service is provided "as is" and "as available," and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. The Service supports, but does not replace, your security operations, professional judgment, staffing obligations or emergency services. Threat detection, risk scores, AI recommendations and ROI estimates are aids and may be inaccurate or incomplete.

9. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if advised of the possibility. Each party's total liability arising out of these Terms will not exceed the fees paid or payable by you to Scorpion IQ in the 12 months before the event giving rise to the claim. These limits do not apply to your payment obligations, a party's indemnification obligations, or liability that cannot be limited by law.

10. Indemnification

You will defend and indemnify Scorpion IQ against third-party claims arising from your Customer Data, your security services, or your or your Authorized Users' violation of these Terms or applicable law. We will defend and indemnify you against third-party claims that the Service, as provided by us, infringes a US patent, copyright or trademark. The indemnified party must give prompt notice, reasonable cooperation and control of the defense.

11. Term and termination

These Terms remain in effect while you have an active Subscription. Month-to-month plans may be canceled at any time effective at the end of the current billing period. Either party may terminate for material breach not cured within 30 days of written notice. On termination, your access ends, unpaid fees become due, and sections that by their nature should survive (including 5, 6, 8, 9, 10 and 12) will survive.

12. Governing law and venue

These Terms are governed by the laws of the State of Arizona, without regard to conflict-of-law rules. The state and federal courts located in Maricopa County, Arizona have exclusive jurisdiction, and each party consents to venue there.

13. Changes to these Terms

We may update these Terms from time to time. We will post the new version with an updated date and, for material changes, notify account administrators at least 30 days before they take effect. Continued use after the effective date means you accept the updated Terms.

14. General

These Terms, together with any order form and our Privacy Policy, are the entire agreement between the parties. If a provision is unenforceable, the rest remains in effect. Neither party may assign these Terms without consent, except in a merger or sale of substantially all assets. Neither party is liable for delays caused by events beyond its reasonable control.

15. Contact

Questions about these Terms: contact@scorpioniq.com. Scorpion IQ, Arizona, USA.