Terms of Service - Safeguard Signal

Safeguard Signal ("Company") agrees to provide Customer with access to the Safeguard Signal platform (the "Platform" or "Service"), a multi-tenant SaaS emergency alert and threat intelligence platform designed exclusively for emergency and safety communications.

The Platform includes:

• Core Alert Delivery: SMS, email, and voice delivery of emergency alerts to designated recipients
• Threat Intelligence: real-time monitoring of weather events, geological activity, wildfires, infrastructure security advisories, disease outbreaks, civil unrest, and supply chain disruptions
• Acknowledgment Tracking: automatic tracking of alert acknowledgments with escalation support
• User Management: employee provisioning, directory sync (Entra ID/Google Workspace on eligible plans), and role-based access control
• Activity Logging: a tamper-evident record of all workspace actions for compliance purposes
• Co-branded Interface: Customer branding applied to the Platform interface alongside Safeguard Signal attribution

Current plan tiers, pricing, and included features are described on our Pricing page, which forms part of these Terms. Enterprise plan terms are as specified in the applicable Order Form.

Use of the Platform is governed by our separate Acceptable Use Policy, which is incorporated into and forms part of these Terms. By agreeing to these Terms, you also agree to the Acceptable Use Policy.

3.1 Initial Term

• Starter/Growth (Month-to-Month): Service begins on account activation and continues month-to-month unless terminated per 3.3 below
• Starter/Growth (Annual): Service begins on account activation and continues for 12 months
• Enterprise: Service term is as specified in the applicable Order Form (minimum 12 months)

3.2 Renewal

• Month-to-Month: automatically renews monthly unless either party provides 30 days' written notice of non-renewal
• Annual/Enterprise: automatically renews for successive one-year periods unless either party provides 90 days' written notice before expiration

3.3 Termination for Convenience

• By Customer (Month-to-Month): 30 days' written notice. No early termination penalty
• By Customer (Annual/Enterprise): not permitted without Company's written consent. Remaining prepaid fees are non-refundable
• By Company: 60 days' written notice for any reason, or immediately for material breach of these Terms including violation of the Acceptable Use Policy

3.4 Effect of Termination. Upon termination:

1. Customer's access to the Platform ceases
2. Company will provide a one-time export of Customer Data in CSV format within 30 days at no cost
3. All Customer Data will be securely deleted within 90 days, except backup copies deleted within 180 days
4. Customer remains liable for all fees accrued through the termination date

3.5 Survival. The Acceptable Use Policy's SMS/Email/Voice Compliance and Co-Branding Attribution provisions, along with Sections 5 (Confidentiality), 6 (Warranties & Disclaimers), 7 (Limitations of Liability), 8 (Indemnification), and 10 (Governing Law) of these Terms, survive termination.

4.1 Service Fees. Customers agree to pay the fees for the selected service tier as described on our Pricing page or applicable Order Form. Fees are billed in advance and due within 30 days of invoice.

4.2 Enterprise Invoicing. Enterprise customers are invoiced annually in advance. Accepted payment methods: check (Net 30), ACH/bank transfer (Net 30), or credit card available upon request (a Stripe processing fee of 2.9% + $0.30 per transaction applies and is the Customer's responsibility).

4.3 Onboarding Fees. Enterprise customers are subject to a one-time onboarding fee as specified in the applicable Order Form. Onboarding fees are due upon Order Form execution and are non-refundable.

4.4 Add-On Services. Add-on services are billed as specified in your Order Form, in addition to base subscription fees.

4.5 Price Increases. Company may increase service fees with 60 days' written notice. Customers may terminate within 30 days of the increase taking effect without early termination penalties.

4.6 Late Payment. Invoices are due within 30 days of issuance. Late payments accrue interest at the lower of 1.5% per month (18% annually) or the maximum rate permitted by law. Service may be suspended after 60 days of non-payment with 10 days' written notice. Customer is responsible for all reasonable costs of collection, including reasonable attorneys' fees, on any past-due amounts.

4.7 No Refunds. All service fees are non-refundable except where required by applicable law or as provided in Section 3.4.

5.1 Availability Commitment. Company will make commercially reasonable efforts to maintain Platform availability. Company targets 99.5% monthly uptime but does not guarantee this as a contractual commitment at this time.

5.2 Excluded Downtime. The following are not considered downtime:

• Scheduled maintenance (48-hour advance notice provided where possible)
• Events caused by Customer's systems, network, or actions
• Third-party service failures (Twilio, SignalWire, AWS, Supabase, Resend)
• DDoS attacks or malicious activity
• Force majeure events

5.3 Support Response Targets (business hours, Mon–Fri 9am–5pm CT):

• Starter: 48 business hours
• Growth: 24 business hours
• Enterprise: 24 business hours

5.4 SLA Credits. Company does not currently offer contractual SLA credits. As the Platform matures and infrastructure redundancy is established, this section will be updated with specific credit terms. Customers will receive 30 days' written notice of any SLA credit commitments added to these Terms.

5.5 Sole Remedy. Customer's sole remedy for Platform unavailability is to contact support@safeguard-signal.com. Company will work in good faith to resolve issues promptly.

6.1 Data Ownership. Customers retain full ownership of all Customer Data including employee contact information, location data, alert history, and configuration.

6.2 Data Protection. Company will:

• Encrypt Customer Data in transit using TLS 1.2 or higher
• Encrypt Customer Data at rest using AES-256 (via Supabase/AWS)
• Implement role-based access controls limiting internal access to Customer Data
• Maintain a responsible disclosure policy for security vulnerabilities

6.3 Data Residency. Customer Data is stored on AWS infrastructure in the United States (us-east-1 region). Enterprise customers requiring specific data residency should notify Company prior to contracting.

6.4 Compliance. Company processes Customer Data in accordance with applicable federal and state privacy laws. Customer, as the data controller, is responsible for ensuring it has appropriate legal basis to collect and process employee data through the Platform, responding to data subject requests from its employees, and complying with applicable state privacy laws (including CCPA/CPRA, Colorado CPA, Connecticut CTDPA, Virginia CDPA, Texas TDPSA, and similar state laws) with respect to its employees' data. Company, as data processor, will process Customer Data only as directed by Customer and as necessary to provide the Service, assist Customer in responding to verified data subject requests to the extent technically feasible, and notify Customer within 48 hours of receiving a data subject request directly from Customer's employee.

Specific compliance positions:

• CCPA/CPRA (California): Company complies as a service provider/data processor. Customer is the business/data controller responsible for CCPA/CPRA compliance with its employees and other individuals whose data Customer processes through the Platform
• GDPR: Company processes EU resident data per applicable Standard Contractual Clauses upon request
• HIPAA: Company is NOT HIPAA-certified. Healthcare organizations with PHI requirements must contact sales prior to contracting. The Platform is not designed for PHI and should not be used to transmit protected health information
• Illinois BIPA: Company does not collect biometric data. Voice alert delivery does not constitute biometric data collection under BIPA. If Company adds biometric features in the future, Customer will receive 30 days' written notice
• SOC 2: Company is pursuing SOC 2 Type II certification. Current status available upon request
• NERC CIP: for utility customers subject to NERC CIP requirements, Company can provide documentation of security controls, data handling practices, and access management upon request

A Data Processing Agreement (DPA) is available upon request for Enterprise customers and customers in regulated industries - contact legal@safeguard-signal.com to request one.

6.5 Subprocessors. Company uses the following subprocessors: Amazon Web Services (cloud infrastructure, via Supabase), Supabase (managed Postgres database), Twilio and/or SignalWire (SMS/voice), Resend (email), and Lovable (frontend platform). Company will provide 30 days' notice before adding critical subprocessors.

6.6 Enterprise Instance Isolation. Enterprise customers are provisioned on a dedicated database instance. No other customer's data is stored in the same database. Enterprise Customer Data is isolated at the infrastructure level, not solely through access controls.

6.7 Data Breach Notification. Company will notify Customer without undue delay and no later than seventy-two (72) hours after confirming a breach of Customer Data, provide details of the affected data, and cooperate with required regulatory notifications.

6.8 Data Retention. Per-plan retention limits apply to alert history and activity logs as described on our Pricing page. Records older than the applicable retention limit are automatically purged monthly. Customer may request extended retention as an add-on.

7.1 Company IP. Company retains all intellectual property rights in the Platform. Customer is granted a limited, non-exclusive, non-transferable license to use the Platform solely for internal business purposes consistent with the Acceptable Use Policy.

7.2 Customer IP. Customer retains all intellectual property rights in Customer Data. Customer grants Company a limited license to process, store, and transmit Customer Data solely as necessary to provide the Service. Company will not use Customer Data to train machine learning models or share Customer Data with third parties except as necessary to provide the Service or as required by law.

7.3 Feedback. Feedback and feature requests Customer provides may be used by Company without attribution or compensation.

8.1 Company's Limited Warranty. Company warrants that:

• The Platform will substantially conform to the specifications in these Terms
• Company has authority to enter into these Terms
• The Platform will not knowingly infringe on third-party intellectual property rights

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE PLATFORM IS PROVIDED "AS-IS" AND "AS-AVAILABLE." COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED SERVICE, ERROR-FREE OPERATION, AND THIRD-PARTY SERVICE RELIABILITY.

8.3 Emergency Communications Disclaimer. CUSTOMER ACKNOWLEDGES THAT THE PLATFORM IS AN ALERTING AND NOTIFICATION TOOL AND IS NOT A SUBSTITUTE FOR EMERGENCY SERVICES (911), GOVERNMENT EMERGENCY MANAGEMENT SYSTEMS, OR OTHER LIFE-SAFETY INFRASTRUCTURE. COMPANY MAKES NO WARRANTY THAT ALERTS WILL BE DELIVERED IN TIME TO PREVENT HARM. CUSTOMERS REMAIN SOLELY RESPONSIBLE FOR MAINTAINING APPROPRIATE EMERGENCY RESPONSE PROCEDURES INDEPENDENT OF THE PLATFORM.

9.1 Cap on Liability. EXCEPT AS PROVIDED BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THIS CAP DOES NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS, CUSTOMER'S VIOLATION OF THE ACCEPTABLE USE POLICY, OR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS. EACH PARTY'S AGGREGATE LIABILITY FOR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR FOR A SECURITY BREACH OF CUSTOMER DATA WILL NOT EXCEED TWO TIMES THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS BEFORE THE CLAIM.

9.2 Excluded Damages. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF REVENUE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Essential Terms. Customer acknowledges that these limitations are essential terms upon which Company's pricing is based.

10.1 Company Indemnifies Customer. Company will defend and indemnify Customer from third-party claims that the Platform, as provided by Company and used in accordance with these Terms, infringes a third party's intellectual property rights, provided Customer promptly notifies Company, grants Company sole control of the defense and settlement, and reasonably cooperates. Company has no obligation for claims arising from Customer Data, Customer's modifications to the Platform, or use of the Platform in violation of these Terms. This states Company's entire liability for intellectual property infringement.

10.2 Customer Indemnifies Company. Customer will defend and indemnify Company from claims arising from:

• Customer Data or Customer's use of the Platform
• Customer's violation of the Acceptable Use Policy, including SMS compliance violations
• Customer's violation of applicable law
• Customer's infringement of third-party intellectual property rights
• Any claim by Customer's employees or recipients arising from alert delivery or non-delivery

Indemnification procedures: the party seeking indemnification will promptly notify the other party in writing of the claim, give the indemnifying party sole control of the defense and settlement, and reasonably cooperate at the indemnifying party's expense. The indemnifying party will not settle any claim in a way that imposes liability or an admission on the indemnified party without its prior written consent.

11.1 Confidential Information. Each party agrees to maintain confidentiality of the other party's confidential information including technical architecture, Customer Data, pricing, and commercial terms.

11.2 Permitted Disclosures. To employees and contractors with a need to know, professional advisors, and as required by law.

11.3 Duration. Confidentiality obligations survive for 3 years after termination.

12.1 Entire Agreement. These Terms, together with the Privacy Policy and Acceptable Use Policy, constitute the entire agreement between you and Company regarding the Service. Enterprise customers' agreements may additionally include an Order Form and pricing/add-on schedules as specified therein.

12.2 Amendments. Company may update the Acceptable Use Policy, Privacy Policy, subprocessor list, and support targets from time to time with 30 days' written notice, and continued use after that period constitutes acceptance of those operational updates. Any other amendment to these Terms is effective only if in writing and signed by both parties. Customer may terminate within 30 days without penalty if Customer does not agree to a material operational update.

12.3 Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary, and remaining provisions remain in full force.

12.4 Assignment. Either party may assign these Terms, without the other party's consent, to an affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any other assignment requires the other party's prior written consent, which will not be unreasonably withheld. Any attempted assignment in violation of this section is void.

12.5 Order of Precedence. For self-serve customers: (1) these Terms of Service, (2) the Privacy Policy, (3) the Acceptable Use Policy. Enterprise customers' order of precedence, where an Order Form and pricing/add-on schedules apply, is specified in their Order Form.

12.6 No Partnership. These Terms do not create a partnership, joint venture, or agency relationship.

12.7 Force Majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, fire, epidemic or pandemic, government action, war, terrorism, civil unrest, labor disputes, failures of telecommunications carriers or the public internet, and failures of upstream hosting, messaging, or data providers. The affected party will notify the other party, use commercially reasonable efforts to mitigate, and resume performance as soon as practicable. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected services on written notice.

12.8 Electronic Acceptance. These Terms may be accepted electronically, including by checking a box and clicking to continue during account creation. Electronic acceptance is binding and treated the same as a physical signature.

13.1 Governing Law. These Terms are governed by the laws of the State of Alabama, without regard to conflicts of law principles.

13.2 Jurisdiction & Venue. Both parties consent to the exclusive jurisdiction of the state or federal courts located in Jefferson County, Alabama.

13.3 Dispute Resolution. Before initiating litigation, parties agree to attempt informal resolution:

1. Written notice of dispute
2. Meet within 15 days (video or phone acceptable)
3. Senior representatives attempt good faith resolution
4. Either party may initiate legal proceedings if the dispute is unresolved after 30 days, except that either party may bring a claim for nonpayment or collection of fees, or seek equitable relief, in court at any time without first completing these steps

13.4 Equitable Relief. Either party may seek equitable relief without complying with 13.3 if necessary to prevent irreparable harm.

13.5 Waiver of Jury Trial and Class Actions. To the extent permitted by law, each party waives any right to a trial by jury in any action arising out of or related to these Terms. Each party also agrees that disputes will be brought only in an individual capacity and not as a plaintiff or class member in any class, collective, or representative proceeding.

Support: support@safeguard-signal.com (https://safeguard-signal.com/support)

Legal Notices: legal@safeguard-signal.com. Mailing address: 1401 Doug Baker Blvd, Ste 107 #704, Birmingham, AL 35242

Billing: billing@safeguard-signal.com

Sales: sales@safeguard-signal.com