This Master Service Agreement ("Agreement" or "MSA") is entered into as of the Effective Date set forth on the signature page by and between HaloGuard LLC, a Missouri limited liability company ("HaloGuard"), and the organization identified on the signature page ("Client"). This Agreement governs Client's access to and use of the HaloGuard platform and services. By executing this Agreement, the authorized representatives of each party agree to be bound by its terms.
The following terms have the meanings set forth below:
Subject to Client's payment of Fees and compliance with this Agreement, HaloGuard grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term solely for Client's internal emergency preparedness, workplace safety, and risk management purposes.
Depending on the subscription plan selected in the Order Form, the Platform may include:
HaloGuard reserves the right to modify, update, or discontinue any feature or component of the Platform with 30 days prior written notice to Client, except in cases of required security updates, legal compliance obligations, or third-party service changes outside HaloGuard's control. HaloGuard will not materially degrade the core functionality of the Platform during the active Subscription Term without Client's consent or the right to terminate per Section 12.
Client is responsible for designating at least one administrator with authority to manage the Client account, add and remove Authorized Users, and receive communications from HaloGuard. Client must ensure that account credentials are kept confidential and immediately notify HaloGuard of any unauthorized access.
Client is solely responsible for obtaining prior express written consent from all personnel enrolled in the Platform's SMS emergency notification system before adding their phone numbers to the Platform. Client must maintain documentation of such consent and make it available to HaloGuard upon request. Client shall not enroll any person in the SMS system without that person's documented consent, and shall promptly remove any person who opts out.
Client agrees to use the Platform only for lawful purposes and in compliance with all applicable laws and regulations. Client will not:
Client acknowledges that technology platforms can experience outages during actual emergencies. Client is solely responsible for maintaining independent emergency response plans, alternative communication methods, and backup procedures that do not rely exclusively on the HaloGuard Platform. HaloGuard is a supplemental emergency preparedness tool, not a replacement for established emergency response protocols, first responders, or local emergency management resources.
Client agrees to pay the Fees specified in the applicable Order Form. Fees are based on the selected subscription plan and number of sites enrolled. HaloGuard reserves the right to adjust pricing with 60 days notice prior to the start of any renewal term.
Monthly subscriptions are billed at the beginning of each monthly period. Annual subscriptions are billed in full at the beginning of the annual period and receive a discount as published on HaloGuard's pricing page. Enterprise clients may negotiate net-30 payment terms, in which case invoices are due within 30 calendar days of the invoice date.
Invoices not paid within 30 days of the due date may incur a late fee of 1.5% per month on the outstanding balance (or the maximum rate permitted by law, whichever is lower). HaloGuard may suspend access to the Platform after 15 days of non-payment following notice. Suspension does not relieve Client of payment obligations.
Fees do not include taxes, levies, duties, or similar governmental assessments, including sales, use, VAT, or withholding taxes. Client is responsible for paying all applicable taxes associated with its purchase, except for taxes based on HaloGuard's net income.
Monthly subscription fees are non-refundable. Annual subscriptions canceled within 30 days of the annual billing date will receive a prorated refund for unused whole months. Annual subscriptions canceled after 30 days of the annual billing date are non-refundable. Service credits issued under the SLA are not redeemable as cash refunds.
Client retains all ownership rights in and to Client Data. HaloGuard does not claim any ownership rights over Client Data. HaloGuard's access to and processing of Client Data is limited to what is necessary to provide the Platform services as described in this Agreement and HaloGuard's Privacy Policy.
Client grants HaloGuard a limited, non-exclusive, worldwide license to access, process, store, transmit, and use Client Data solely for the purposes of: (a) providing and improving the Platform; (b) responding to Client support requests; and (c) complying with applicable law. HaloGuard will not use Client Data to train AI models in a way that allows identification of Client or its personnel without Client's explicit written consent.
HaloGuard implements industry-standard security measures to protect Client Data, including encryption in transit (TLS/HTTPS), encryption of sensitive data at rest, access controls, and regular security monitoring. HaloGuard will notify Client within 72 hours of becoming aware of a confirmed data breach that affects Client Data, or as soon as practicable given the circumstances.
HaloGuard retains Client Data for the duration of the Subscription Term plus 90 days following termination to allow Client to export data. After 90 days post-termination, Client Data will be securely deleted or anonymized unless legal retention obligations require otherwise. Client may request export of their data in machine-readable format at any time by contacting support@haloguard.ai.
"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Client's Confidential Information includes Client Data, personnel records, facility security plans, and business operations. HaloGuard's Confidential Information includes its software, AI models, pricing, roadmap, and technical architecture.
Each party agrees to: (a) use the other party's Confidential Information only in connection with performing its obligations or exercising its rights under this Agreement; (b) not disclose Confidential Information to third parties without prior written consent; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed without use of Confidential Information; or (d) must be disclosed pursuant to applicable law, court order, or regulatory requirement, provided the Receiving Party gives prompt prior notice where permitted.
Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be maintained in confidence for as long as such information constitutes a trade secret under applicable law.
HaloGuard retains all right, title, and interest in and to the Platform, including all software, AI systems, algorithms, machine learning models, documentation, branding, and derivative works thereof. The Emergency Intelligence System is the subject of a provisional patent application filed with the United States Patent and Trademark Office. Nothing in this Agreement transfers any HaloGuard intellectual property rights to Client.
If Client provides suggestions, feedback, or ideas regarding the Platform ("Feedback"), Client grants HaloGuard a royalty-free, worldwide, perpetual, irrevocable license to use, incorporate, and commercialize such Feedback without restriction or compensation to Client.
HaloGuard may generate and use anonymized, aggregated, de-identified data derived from Client's use of the Platform (e.g., platform usage patterns, hazard frequency data across regions) for the purposes of improving the Platform, conducting research, and publishing industry insights. Such aggregate data will not identify Client or any individual and is owned by HaloGuard.
HaloGuard warrants that: (a) it has the authority to enter into this Agreement; (b) the Platform will perform materially in accordance with its Documentation during the Subscription Term; and (c) HaloGuard will not knowingly introduce malicious code into the Platform.
Client warrants that: (a) it has the authority to enter into this Agreement; (b) it has obtained all necessary consents from enrolled personnel for SMS communications as required by applicable law; (c) Client Data does not infringe any third-party rights; and (d) Client will comply with all applicable laws in connection with its use of the Platform.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
HALOGUARD'S TOTAL AGGREGATE LIABILITY TO CLIENT ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO HALOGUARD IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
HALOGUARD SHALL NOT BE LIABLE FOR ANY INJURY, DEATH, PROPERTY DAMAGE, OR OTHER LOSS ARISING FROM CLIENT'S RELIANCE ON THE PLATFORM DURING AN ACTUAL EMERGENCY EVENT. CLIENT ACKNOWLEDGES THAT THE PLATFORM IS A SUPPLEMENTAL TOOL AND THAT CLIENT IS SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT EMERGENCY RESPONSE PLANS AND PROCEDURES.
The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. HaloGuard would not have entered into this Agreement without these limitations.
Client agrees to indemnify, defend, and hold harmless HaloGuard and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's use of the Platform in violation of this Agreement or applicable law; (b) Client Data, including claims that it infringes any third-party rights; (c) Client's failure to obtain required SMS consent from enrolled personnel; (d) Client's modification of AI-generated outputs; or (e) any claim by a third party arising from Client's emergency response decisions.
HaloGuard agrees to indemnify, defend, and hold harmless Client from and against any third-party claims alleging that the Platform, as provided by HaloGuard, infringes any U.S. patent, copyright, or trademark. This obligation does not apply where infringement results from: (a) Client's modification of the Platform; (b) Client's combination of the Platform with third-party products not provided by HaloGuard; or (c) Client's use of the Platform in violation of this Agreement.
This Agreement begins on the Effective Date and continues for the initial Subscription Term specified in the Order Form, after which it automatically renews for successive terms of equal length unless either party provides written notice of non-renewal at least 30 days before the end of the then-current Subscription Term.
Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice; or (b) the other party becomes insolvent, makes a general assignment for the benefit of creditors, or has a petition filed against it under bankruptcy law that is not dismissed within 60 days.
Client may terminate this Agreement at any time upon 30 days written notice. In the event of termination for convenience by Client, HaloGuard will not refund any prepaid Fees for the remainder of the Subscription Term, except as provided in the refund policy of Section 4.5.
Upon termination: (a) all licenses granted to Client immediately terminate; (b) Client must immediately cease all use of the Platform; (c) each party will return or destroy the other party's Confidential Information as requested; and (d) Client Data will be retained for 90 days per Section 5.4. Sections 5, 6, 7, 8.3, 9, 10, 11.4, 12, and 13 survive termination.
This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of law provisions.
Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute through good faith negotiation. Either party may initiate this process by sending written notice describing the dispute to the other party. The parties shall negotiate in good faith for a period of 30 days ("Negotiation Period").
If a dispute is not resolved during the Negotiation Period, either party may seek relief in the state or federal courts located in Missouri. Each party irrevocably submits to the personal jurisdiction and venue of those courts for any such proceeding.
Nothing in this Section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction where necessary to prevent irreparable harm, including to protect intellectual property or Confidential Information.
This Agreement, together with all Order Forms, the SLA (Exhibit A), and HaloGuard's Privacy Policy and Terms of Service incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, and representations.
In the event of a conflict between documents, the order of precedence is: (1) an executed Order Form; (2) this MSA; (3) the SLA; (4) HaloGuard's Terms of Service and Privacy Policy.
This Agreement may only be amended by a written instrument signed by authorized representatives of both parties. No click-through acceptance or platform notification constitutes an amendment to a signed MSA.
Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the other party's prior written consent, except that HaloGuard may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this Section is void.
Neither party will be liable for failure to perform its obligations due to events beyond its reasonable control, including acts of God, natural disasters, acts of government, war, terrorism, pandemics, or widespread infrastructure outages (including telecommunications carrier failures or AI infrastructure provider outages). The affected party must notify the other as soon as practicable and resume performance as soon as reasonably possible.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.
Failure or delay by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision in the future.
All notices under this Agreement must be in writing and delivered by email (with confirmation of receipt) or certified mail. Notices to HaloGuard should be sent to support@haloguard.ai with subject line "LEGAL NOTICE." Notices to Client should be sent to the administrator email on the account.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.
This Agreement is for the sole benefit of the parties and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, creates any rights or remedies in any third party.
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Electronic signatures are legally binding and have the same force and effect as original ink signatures.
The HaloGuard Service Level Agreement, as published at haloguard.ai/sla and as updated from time to time per the terms thereof, is incorporated by reference into this Agreement as Exhibit A. Current SLA version: 1.0 (May 30, 2026).
By signing below, each party's authorized representative agrees that they have read, understood, and accept the terms of this Master Service Agreement on behalf of the organization they represent.