Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Moore Intelligence LLC, a California limited liability company ("Company," "we," "us," or "our"), governing your access to and use of the CoverageOps platform, including all associated services, features, APIs, AI systems, mobile interfaces, and applications (collectively, the "Service").

By accessing, browsing, or using the Service — whether by creating an account, subscribing to a plan, or otherwise interacting with the platform — you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are accessing or using the Service on behalf of a business, organization, or other legal entity, you represent and warrant that you are an authorized representative of that entity and have the authority to bind it to these Terms. In such cases, "you" and "your" refer to both you individually and the entity you represent.

You must be a registered business or an authorized representative of a business to use the Service. CoverageOps is a business-to-business ("B2B") platform designed for security guard companies and related organizations. If you do not agree to these Terms, you must not access or use the Service.

The Service is available to businesses and authorized individuals who meet the following criteria:

• You must be at least eighteen (18) years of age.
• You must have the legal authority to enter into a binding agreement on behalf of yourself or the organization you represent.
• You must be a registered business entity or an authorized representative, employee, or agent of a registered business entity.
• The Service is available to users in the United States and internationally, subject to applicable export control laws, sanctions, and local regulations. You are solely responsible for ensuring that your use of the Service complies with all laws and regulations applicable in your jurisdiction.

We reserve the right to refuse service, terminate accounts, or restrict access at our sole discretion if we determine that eligibility criteria are not met or that continued access poses a risk to the Service or other users.

To access the Service, you must create an account by providing accurate, complete, and current information as prompted during the registration process. You agree to maintain and promptly update your account information to keep it accurate, complete, and current at all times.

Each organization is permitted one (1) primary account. Additional user accounts may be created within the organization as permitted by your subscription plan. You are solely responsible for safeguarding the credentials associated with your account and for all activities, actions, and transactions that occur under your account, whether or not authorized by you.

You must notify us immediately at support@coverageops.co if you become aware of or suspect any unauthorized access to or use of your account. We are not liable for any loss or damage arising from your failure to maintain the security of your account credentials or to notify us of unauthorized access.

The Service is offered on a subscription basis with plans billed on a monthly cycle. All subscription fees are quoted in United States dollars (USD) and are due at the beginning of each billing period. Payments are processed securely through Stripe, Inc. ("Stripe"). By providing payment information, you authorize us and Stripe to charge the applicable subscription fees to your designated payment method on a recurring monthly basis.

All fees are non-refundable. No refunds or credits will be issued for partial months of service, downgrade refunds, unused features, or periods of non-use. If you cancel your subscription, you will retain access to the Service through the end of your current billing period, after which your access will be terminated.

We reserve the right to change our pricing at any time. We will provide you with at least thirty (30) days' prior written notice of any price changes via email to the address associated with your account. Continued use of the Service after the effective date of a price change constitutes your acceptance of the new pricing. If you do not agree to the price change, you must cancel your subscription before the next billing cycle.

Failure to pay applicable fees when due will result in the suspension of your account. If payment remains outstanding for more than fifteen (15) days past the due date, we reserve the right to terminate your account and delete your data in accordance with our data deletion policy described in Section 8.

We may offer a free trial period of fourteen (14) days ("Free Trial") to new users. The Free Trial provides full access to the Service and does not require a credit card or any payment information to activate.

At the end of the Free Trial period, your account will either convert to a paid subscription if you have selected a plan and provided valid payment information, or your access to the Service will be terminated. We will notify you before the Free Trial expires to give you an opportunity to subscribe.

We reserve the right to modify, limit, or discontinue the Free Trial offer at any time without prior notice. Free Trial availability is limited to one (1) trial per organization. Any data entered during the Free Trial will be retained if you convert to a paid subscription, or deleted in accordance with Section 8 if you do not.

You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall not, and shall not permit any third party to:

• Use the Service in violation of any applicable local, state, national, or international law, regulation, or ordinance.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of any part of the Service.
• Attempt to gain unauthorized access to the Service, other user accounts, computer systems, or networks connected to the Service through hacking, password mining, brute force, or any other unauthorized means.
• Upload, transmit, or distribute any viruses, worms, Trojan horses, ransomware, spyware, adware, or any other malicious code or software designed to interrupt, destroy, or limit the functionality of the Service.
• Resell, sublicense, redistribute, or commercially exploit any part of the Service without the prior express written permission of Moore Intelligence LLC.
• Interfere with or disrupt the integrity, performance, security, or availability of the Service or its related infrastructure.
• Use the Service to store, process, or transmit material that infringes or misappropriates the intellectual property rights of any third party.
• Use automated scripts, bots, scrapers, or other automated means to access the Service except through our published APIs.

Violation of this Acceptable Use policy may result in immediate suspension or termination of your account without prior notice or refund.

You retain all rights, title, and interest in and to any data, content, records, and information that you or your authorized users input, upload, or submit to the Service ("Client Data"). Client Data includes, without limitation, guard records, shift schedules, site information, incident reports, certifications, client information, and any other operational data entered by you or on your behalf.

Moore Intelligence LLC retains all rights, title, and interest in and to the Service itself, including but not limited to the platform, software, source code, algorithms, artificial intelligence and machine learning models, user interface designs, documentation, trade secrets, and all other proprietary technology and intellectual property (collectively, "Company IP"). Nothing in these Terms transfers or assigns any Company IP to you.

You grant Moore Intelligence LLC a limited, non-exclusive, non-transferable, revocable license to access, use, process, store, and transmit Client Data solely for the purpose of providing, operating, maintaining, and improving the Service. We will not use Client Data for any purpose other than providing the Service to you, and we will not sell, share, or monetize Client Data to or with any third party.

Upon cancellation of your subscription or termination of your account — whether initiated by you or by us — all Client Data will be permanently and irreversibly deleted from our systems within thirty (30) calendar days of the effective termination date.

It is your sole responsibility to export any data you wish to retain before cancelling your subscription or before the termination of your account takes effect. We provide data export functionality within the Service for this purpose. Once Client Data has been permanently deleted, it cannot be recovered, and Moore Intelligence LLC shall have no obligation to retain, recover, or provide any Client Data after the 30-day deletion period.

Certain limited data may be retained beyond the 30-day period if required by applicable law, regulation, or legal obligation, such as payment records retained for tax and accounting purposes.

Each party ("Receiving Party") acknowledges that in connection with the Service it may receive or have access to non-public, proprietary, or confidential information of the other party ("Disclosing Party"), including but not limited to business plans, technical data, product information, pricing, customer lists, trade secrets, and other information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").

The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted under these Terms or with the prior written consent of the Disclosing Party; (c) use Confidential Information solely for the purpose of exercising its rights and performing its obligations under these Terms; and (d) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure. A Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that it gives the Disclosing Party prompt written notice to the extent legally permitted.

The Service, including but not limited to the CoverageOps platform, the Nova AI system, the Cora AI agent, and all other artificial intelligence systems, software, algorithms, machine learning models, user interfaces, designs, graphics, documentation, APIs, trade names, trademarks, service marks, logos, and all other proprietary technology and materials (collectively, "Platform IP"), are and shall remain the exclusive intellectual property of Moore Intelligence LLC. Platform IP is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Nothing in these Terms grants you any right, title, interest, or license in or to any Platform IP, except for the limited right to access and use the Service in accordance with these Terms and your active subscription. You shall not use our trademarks, logos, trade names, or branding in any manner without our prior express written consent.

Any feedback, suggestions, ideas, enhancement requests, or other input you provide regarding the Service ("Feedback") shall be deemed non-confidential and non-proprietary. You hereby grant Moore Intelligence LLC a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, distribute, and otherwise exploit any Feedback for any purpose, without obligation, compensation, or attribution to you.

We target an uptime of 99.9% for the Service, measured on a monthly basis. However, we do not guarantee uninterrupted, error-free, or continuous access to the Service. The Service may be temporarily unavailable due to scheduled maintenance, emergency maintenance, software updates, infrastructure changes, or circumstances beyond our reasonable control.

We will make commercially reasonable efforts to provide advance notice of scheduled maintenance windows via email or through the Service. Emergency maintenance may be performed without prior notice when necessary to preserve the security, integrity, or availability of the Service.

We are not liable for any loss, damage, or inconvenience caused by the unavailability of the Service, whether planned or unplanned. Service availability metrics and current status are published at status.coverageops.co.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MOORE INTELLIGENCE LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF MOORE INTELLIGENCE LLC FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO MOORE INTELLIGENCE LLC DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

You agree to indemnify, defend, and hold harmless Moore Intelligence LLC, its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (a) your access to or use of the Service; (b) any Client Data you submit, upload, or transmit through the Service; (c) your violation of these Terms; (d) your violation of any applicable law, regulation, or ordinance; or (e) your violation of any rights of a third party, including intellectual property, privacy, or contractual rights.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate fully with us in asserting any available defenses.

These Terms and any disputes arising out of or relating to these Terms, the Service, or your relationship with Moore Intelligence LLC shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of laws principles.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator and shall take place in Los Angeles, California. The arbitrator's decision shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

YOU AND MOORE INTELLIGENCE LLC EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST MOORE INTELLIGENCE LLC.

Notwithstanding the foregoing arbitration provision, either party may seek injunctive relief, specific performance, or other equitable remedies in a court of competent jurisdiction to prevent or restrain intellectual property theft, unauthorized access, unauthorized use of the Service, misappropriation of Confidential Information, or any other conduct that would cause irreparable harm, without the necessity of posting a bond or proving actual damages, and without waiving the right to arbitrate all other disputes under this Section.

Before initiating arbitration, you agree to first attempt to resolve any dispute informally by contacting us at support@coverageops.co. If the dispute is not resolved within thirty (30) days of your initial notice, either party may proceed with formal arbitration.

Moore Intelligence LLC shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from events, circumstances, or causes beyond our reasonable control ("Force Majeure Events"). Force Majeure Events include, without limitation:

• Outages, failures, or degradations of third-party platforms and services upon which the Service depends, including but not limited to Twilio, Supabase, Stripe, Vercel, and HeyGen.
• Natural disasters, including earthquakes, floods, hurricanes, fires, and other acts of God.
• Cyberattacks, including distributed denial-of-service (DDoS) attacks, ransomware, data breaches, and other malicious activities targeting our infrastructure or third-party providers.
• Government actions, including embargoes, sanctions, regulatory changes, court orders, and emergency orders.
• Internet infrastructure failures, including failures of backbone providers, DNS systems, certificate authorities, or internet exchange points.
• Epidemics, pandemics, labor disputes, acts of terrorism, war, civil unrest, or power outages.

In the event of a Force Majeure Event, our obligations under these Terms shall be suspended for the duration of the event. We will make commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as practicable.

Either party may terminate this agreement at any time by providing the other party with at least thirty (30) days' prior written notice. You may cancel your subscription through your account settings or by sending written notice to support@coverageops.co. Cancellation takes effect at the end of your current billing period following the 30-day notice period.

Moore Intelligence LLC may terminate or suspend your account immediately, without prior notice or liability, in the event of: (a) a material breach of these Terms by you; (b) conduct that we reasonably believe poses a security risk to the Service, other users, or our infrastructure; (c) fraudulent, illegal, or abusive activity; (d) failure to pay applicable fees for more than fifteen (15) days past the due date; or (e) a request or order by a law enforcement or governmental authority.

Upon termination, your right to access and use the Service ceases immediately. Client Data will be handled in accordance with the data deletion provisions described in Section 8. The following sections survive termination: Data Ownership (Section 7), Data Deletion (Section 8), Confidentiality (Section 9), Intellectual Property (Section 10), Limitation of Liability (Section 12), Indemnification (Section 13), Dispute Resolution (Section 14), and Force Majeure (Section 15).

We reserve the right to modify, amend, or update these Terms at any time. When we make material changes to these Terms, we will notify you via email to the address associated with your account at least thirty (30) days before the changes take effect. We may also provide notice through the Service itself.

Your continued use of the Service after the effective date of any revised Terms constitutes your acceptance of and agreement to the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and cancel your subscription before the changes take effect.

Non-material changes, such as clarifications or corrections that do not alter your rights or obligations, may be made without prior notice. The "Effective date" at the top of this page reflects the date of the most recent revision.

The Service uses SMS messaging to deliver operational notifications including shift assignments, coverage requests, incident notifications, schedule changes, and related operational matters. By providing your phone number to your employer for use within the Service, you consent to receive SMS messages from the Service.

Program name: CoverageOps Operational Notifications.

Message frequency: Recurring. You may receive multiple messages per day depending on shift activity, coverage needs, and operational events at your assigned site(s). Typical volume ranges from 0 to 15 messages per day.

Message and data rates: Standard message and data rates from your wireless carrier may apply.

Opt-out: You may opt out of SMS communications at any time by replying STOP to any SMS message. Once you opt out, you will no longer receive SMS messages from the Service. You may resubscribe by replying START.

Help: You may text HELP at any time for assistance, or contact support directly at support@coverageops.co.

You are responsible for keeping the contact information provided to your employer accurate and current. You agree not to provide a phone number you are not authorized to use, and you agree to notify your employer promptly if your phone number changes or if you no longer wish to receive SMS communications through the Service.

If you have any questions, concerns, or requests regarding these Terms, please contact us at: