Terms of Service

These Terms of Service (the "Terms") form a binding agreement between Actum Sonne LLC ("Actum", "we", "us") and the entity or individual that accesses or uses the Actum Track platform (the "Service"). By accessing or using the Service, you agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. In that case, "Customer" and "you" refer to that entity.

If you do not agree with these Terms, do not access or use the Service.

• Actum Track or Service — the workforce management software-as-a-service platform operated by Actum, including the mobile applications, web dashboards, APIs, and related materials.
• Customer — the private security company or other business entity that has entered into these Terms and that uses the Service to manage its workforce.
• Workforce Member — an employee, contractor, dispatcher, supervisor, or other individual designated by the Customer to use the Service in the course of work for the Customer.
• Customer Data — any data submitted to, processed by, or generated through the Service by or on behalf of the Customer or its Workforce Members.
• Documentation — the user guides, help articles, and other documentation made available by Actum.
• Subscription — the recurring access to the Service granted under these Terms.

Actum Track is a workforce management platform for private security operations, including but not limited to:

• Shift scheduling and assignment
• Clock-in / clock-out with geofence validation
• Event-based GPS location capture during active shifts (no continuous background tracking)
• Patrol route and checkpoint scan management
• Incident reporting with photo, video, and audio capture
• Hourly and periodic status reports
• Vehicle violation entries
• In-app messaging between Workforce Members and Customer staff
• Payroll calculation support
• Client-facing portal and reporting

The Service is provided as software-as-a-service. Actum provides updates, bug fixes, and new features at its discretion. The Service is provided "as available."

Customer agrees to:

• Maintain accurate Customer Data and Workforce Member records.
• Obtain all necessary consents and provide all required notices from its Workforce Members regarding the collection and processing of their data through the Service, including notice of GPS tracking during shifts, photo / video / audio capture, and storage of communications.
• Comply with applicable laws regarding the workforce, including labor laws, wage-and-hour laws, occupational safety laws, and any industry-specific licensing requirements for private security work.
• Protect the confidentiality of Customer's administrator credentials. Each user must have unique credentials; sharing credentials is prohibited.
• Promptly notify Actum of any unauthorized use of the Service.
• Configure the Service (geofence radii, break policies, hourly report cadences, etc.) in compliance with its own legal obligations.

Customer and Workforce Members may not use the Service to:

• Discriminate, harass, retaliate against, or unlawfully surveil any individual.
• Conduct or facilitate illegal activity of any kind.
• Access or attempt to access accounts, data, or systems belonging to other customers or to Actum's infrastructure beyond authorized scope.
• Interfere with or disrupt the Service, including by introducing malware, viruses, or excessive request volumes.
• Reverse engineer, decompile, or attempt to derive source code of the Service.
• Resell, sublicense, or otherwise commercialize the Service to third parties without Actum's prior written consent.
• Use the Service in a manner that violates the Privacy Policy or any applicable law.

Actum reserves the right to suspend or terminate access for any violation of this section.

Each party may receive non-public information of the other party ("Confidential Information"). The receiving party will:

• Use the Confidential Information only for purposes contemplated by these Terms;
• Protect it with the same degree of care it uses for its own confidential information, but no less than reasonable care; and
• Not disclose it to any third party except to its employees, contractors, and affiliates who have a need to know and who are bound by similar confidentiality obligations.

Confidential Information does not include information that is publicly available, was rightfully known prior to disclosure, or is independently developed without use of Confidential Information.

Actum's collection, use, and disclosure of personal information through the Service is governed by the Privacy Policy, which is incorporated into these Terms by reference. Customer represents that it has provided its Workforce Members with notice consistent with the Privacy Policy.

Actum will use commercially reasonable efforts to make the Service available with a target uptime of 99.5% measured monthly, excluding scheduled maintenance windows, force majeure events, and disruptions caused by Customer or third-party providers. Actum may perform scheduled maintenance and will provide reasonable advance notice when feasible.

This availability target is a goal, not a service level agreement (SLA) with credits, unless expressly agreed in writing in an order form.

Actum may suspend Customer's access to the Service, in whole or in part, immediately and without prior notice if:

• Customer is in material breach of these Terms;
• Customer has not paid undisputed amounts more than thirty (30) days after the due date;
• Continued access poses a security risk to Actum's infrastructure, to other customers, or to the public; or
• Required by law or by a governmental authority.

Where feasible, Actum will provide notice before suspending.

The Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory. Actum specifically disclaims the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Actum does not warrant that the Service will be uninterrupted, error-free, or free of viruses or other harmful components, or that any errors will be corrected.

The Service is not a substitute for professional judgment by Customer or its Workforce Members regarding safety, security operations, or regulatory compliance.

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost data, or lost business opportunity, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages.

Except for liability arising out of Customer's breach of Section 7 (Acceptable Use) or Customer's indemnification obligations, each party's total cumulative liability under these Terms will not exceed the fees paid or payable by Customer to Actum in the twelve (12) months immediately preceding the event giving rise to the claim.

Neither party is liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet failures, or third-party service disruptions.

These Terms are governed by the laws of the State of California, United States, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Ventura County, California, United States, for any dispute arising out of these Terms not subject to arbitration.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved through good-faith negotiation within sixty (60) days will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will take place in Ventura County, California, United States, before a single arbitrator. The arbitrator's award is final and binding. This clause does not prevent either party from seeking injunctive relief in court for misuse of intellectual property or Confidential Information.

Class action waiver: To the maximum extent permitted by law, the parties waive any right to participate in a class, collective, or representative action.

Notices to Actum must be sent to:

Notices to Customer will be sent to the email address of Customer's primary administrator on file with the Service, or to the postal address on the most recent order form.

Customer may not assign or transfer these Terms or its account without Actum's prior written consent. Actum may assign these Terms in connection with a merger, acquisition, financing, or sale of substantially all of its assets, on written notice to Customer.

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between them.

If any provision of these Terms is held to be unenforceable, the remaining provisions will remain in full force.

These Terms, together with the Privacy Policy and any order form executed by the parties, constitute the entire agreement between Customer and Actum regarding the Service and supersede all prior or contemporaneous communications.