Terms of Service

2.1 Eligibility

To use the Service, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using the Service under applicable law
• Be located in the United States (the Service is currently only available in the US)

2.2 Account Creation

When creating an Account, you must provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account.

2.3 Account Security

You agree to:

• Keep your login credentials secure and confidential
• Enable two-factor authentication when available
• Immediately notify us of any unauthorized access or security breach
• Not share Account credentials with unauthorized individuals
• Ensure all Authorized Users comply with these Terms

2.4 Organization Accounts

If you register on behalf of an organization, you represent that you have authority to bind that organization. The organization is responsible for all Authorized Users and their compliance with these Terms.

3.1 Service Overview

Arcova is a workforce management platform designed for security companies. The Service provides tools for employee management, scheduling, time tracking, incident reporting, compliance management, billing, and related operational functions.

3.2 License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during your Subscription period.

3.3 Restrictions

You agree NOT to:

• Copy, modify, distribute, sell, or lease any part of the Service
• Reverse engineer, decompile, or attempt to extract source code
• Access the Service to build a competing product or service
• Use the Service for any unlawful purpose or in violation of any applicable law
• Circumvent or disable any security or access control features
• Interfere with or disrupt the integrity or performance of the Service
• Attempt to gain unauthorized access to the Service or related systems
• Use automated means to access the Service without our written consent
• Resell, sublicense, or provide the Service to third parties without authorization
• Remove or alter any proprietary notices or labels

3.4 Service Modifications

We reserve the right to modify, update, or discontinue any part of the Service at any time. We will provide reasonable notice for material changes that adversely affect your use of the Service. Continued use after changes constitutes acceptance of the modified Service.

3A.1 Payroll and Compensation Calculations

The Service may generate payroll-related calculations, including regular hours, overtime estimates, pay rates, and related compensation signals. These calculations are estimates and informational tools only. You must independently verify all payroll calculations before processing payroll, submitting payments, or relying on them for tax, wage, or labor compliance purposes. We are not a payroll processor and do not submit, file, or guarantee payroll on your behalf.

3A.2 Billing and Invoice Calculations

Billing calculations, invoice amounts, and fee computations are generated based on data you provide (shift hours, contract rates, service records). You are responsible for the accuracy of input data and for reviewing all invoices before sending them to your clients. We are not liable for billing errors resulting from inaccurate input data.

3A.3 Compliance Features

The Service includes features described as "compliance tracking" or "compliance management." These features track credential expiration dates, training completion, and similar operational data points. They do not constitute legal advice, regulatory compliance advice, or assurance that you are in compliance with any law, regulation, or contractual obligation. You are solely responsible for understanding and meeting your legal and regulatory obligations. Consult qualified legal counsel for compliance questions.

3A.4 GPS and Attendance Data

GPS coordinates, geofence validation, and attendance records are based on data reported by end-user devices (browsers and mobile devices). We do not independently verify the accuracy of device-level GPS data. GPS accuracy depends on the user's device, signal conditions, and environmental factors. You acknowledge that GPS and attendance data is provided as-is and should be reviewed as part of your attendance verification process.

3A.5 Reports, Records, and Operational Outputs

Reports, incident records, activity logs, patrol proof, checkpoint verification data, and other operational outputs are informational tools generated from data entered by your Authorized Users. You are solely responsible for decisions made based on these outputs. We do not guarantee the accuracy, completeness, or legal sufficiency of any report or record generated by the Service.

3A.6 Employee Data and Location Tracking

If you use features that collect GPS coordinates, geolocation data, or location-based attendance verification from your employees, contractors, or other personnel, you are solely responsible for:

• Providing appropriate notice to employees about GPS/location data collection
• Obtaining any required consents under applicable federal, state, or local law
• Complying with applicable workplace monitoring, location tracking, and employee privacy laws
• Ensuring your use of location features is consistent with your employee agreements and policies

Arcova provides the technology; you assume full responsibility for its lawful deployment in your workplace.

4.1 AI Assistant (IRIS)

IRIS is an AI-powered assistant that helps users query information, search documentation, and perform operational lookups. IRIS uses large language models (LLMs) to process natural language queries and provide responses based on your organization's data and documentation.

4.2 AI Limitations and Disclaimers

You acknowledge and agree that:

• No Guarantee of Accuracy: AI outputs may contain errors, inaccuracies, or outdated information. We do not guarantee the accuracy, completeness, or reliability of any AI-generated content.
• Advisory Only: AI outputs are for informational purposes only and do not constitute professional, legal, medical, financial, or other specialized advice.
• Human Oversight Required: Critical decisions should involve human review and judgment. You should not rely solely on AI outputs for decisions affecting employee safety, legal compliance, or significant business matters.
• No Autonomous Actions: AI features cannot autonomously modify data, send communications, or take actions without explicit user confirmation.
• Potential for Hallucination: AI models may generate plausible-sounding but incorrect information. Always verify important information against authoritative sources.

4.3 AI Data Processing

When using AI features:

• IRIS agent operations are processed directly through the OpenAI API under our business account
• OpenAI may retain API data for abuse and misuse monitoring for up to 30 days, and then delete it, unless retention is required by law
• OpenAI does not train its models on our API business data by default under its business data commitments
• IRIS embedding requests for retrieval are processed through OpenRouter
• AI interactions (including inputs, outputs, and related context) may be logged within the Service for troubleshooting, auditing, and improving features
• You retain ownership of your Customer Data; we do not claim ownership of AI inputs or outputs

Reference: OpenAI Enterprise Privacy ( https://openai.com/enterprise-privacy/) and OpenAI API data controls ( https://platform.openai.com/docs/guides/your-data).

4.4 Prohibited AI Uses

You agree NOT to use AI features to:

• Generate content that is unlawful, harmful, threatening, abusive, or harassing
• Attempt to manipulate or "jailbreak" the AI to bypass safety measures
• Generate content that infringes on intellectual property rights
• Create misleading or deceptive content
• Process data of individuals who have not consented to such processing
• Conduct activities that violate applicable privacy laws
• Make automated decisions that have significant legal effects without human review

4.5 AI Indemnification

You agree to indemnify, defend, and hold harmless the Company from any claims, damages, losses, or expenses arising from your reliance on AI outputs, your use of AI features in violation of these Terms, or any actions taken based on AI-generated content.

5.1 Data Ownership

You retain all rights, title, and interest in and to your Customer Data. We do not claim ownership of any Content you submit to the Service. By submitting Content, you grant us a limited license to use, process, and store that Content solely to provide the Service.

5.2 Data Responsibilities

You are responsible for:

• The accuracy and legality of all Customer Data
• Obtaining necessary consents from individuals whose data you submit
• Ensuring your use of the Service complies with applicable data protection laws
• Maintaining appropriate backups of your data
• The Content uploaded by your Authorized Users

5.3 Prohibited Content

You agree NOT to upload, submit, or transmit Content that:

• Violates any applicable law or regulation
• Infringes on intellectual property or privacy rights
• Contains malware, viruses, or harmful code
• Is defamatory, obscene, or offensive
• You do not have the right to share

5.4 Data Processing

We process Customer Data as described in our Privacy Policy, which is incorporated by reference into these Terms.

For customers subject to a Data Processing Agreement ("DPA"), the DPA governs Arcova's processing of personal data on your behalf and is incorporated by reference into these Terms. The DPA is available at arcovaos.com/dpa.

5.5 Data Portability

Upon request and subject to applicable fees, we will provide you with an export of your Customer Data in a standard format. Data export requests must be made by an Administrator.

6.1 General Conduct

You agree to use the Service in accordance with all applicable laws and in a manner consistent with these Terms. You are responsible for all activities conducted through your Account.

6.2 Prohibited Activities

You agree NOT to:

• Use the Service for any illegal purpose
• Harass, abuse, or harm other users
• Impersonate any person or entity
• Interfere with other users' use of the Service
• Transmit spam, chain letters, or unsolicited communications
• Engage in any activity that could damage, disable, or impair the Service
• Use the Service to store or transmit material that violates third-party rights
• Bypass measures designed to prevent unauthorized access

6.3 Security Testing

You may not conduct security testing, penetration testing, vulnerability scanning, or similar activities against the Service without our prior written consent. Authorized security researchers should contact us before conducting any testing.

6.4 Enforcement

We reserve the right to investigate violations of these Terms and may take appropriate action, including suspending or terminating Accounts, reporting illegal activity to authorities, and pursuing legal remedies.

7.1 Fees

Access to certain features requires a paid Subscription. Fees are based on your selected plan and the number of Authorized Users. Current pricing is available upon request or through the Service.

7.2 Billing

Subscriptions are billed in advance on a monthly or annual basis. You authorize us to charge your designated payment method for all fees due. Billing cycles begin on the date of initial Subscription and renew automatically.

7.3 Payment Methods

Depending on the payment method and features you use, payments may be processed through Stripe, Inc. and/or recorded as manual payments within the Service. If Stripe is used, your use of Stripe is subject to Stripe's terms of service. You are responsible for keeping payment information current.

7.4 Taxes

Fees are exclusive of applicable taxes. You are responsible for paying all taxes associated with your Subscription, excluding taxes based on our net income.

7.5 Late Payments

Past-due amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. We may suspend access to the Service for Accounts with outstanding balances.

7.6 Refunds

Fees are generally non-refundable except as required by law or as explicitly stated in these Terms. Refund requests should be submitted within 30 days of the charge date and will be evaluated on a case-by-case basis.

7.7 Price Changes

We may modify pricing with 30 days' notice. Price changes take effect at the start of the next billing cycle. Continued use after a price change constitutes acceptance.

8.1 Our Intellectual Property

The Service, including all software, designs, text, graphics, logos, icons, and other content (excluding Customer Data), is owned by or licensed to us and is protected by intellectual property laws. All rights not expressly granted are reserved.

8.2 Trademarks

"Arcova," "IRIS," the Arcova logo, and other marks are trademarks of CT Software, LLC. You may not use our trademarks without prior written consent.

8.3 Feedback

If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant us a non-exclusive, royalty-free, perpetual, irrevocable license to use and incorporate that Feedback without compensation or attribution.

9.1 Integrations

The Service may integrate with third-party services. Your use of third-party services is subject to their respective terms and privacy policies. We are not responsible for third-party services or their availability.

9.2 Third-Party Links

The Service may contain links to third-party websites. We do not endorse or assume responsibility for third-party content or practices.

10.1 Uptime

We strive to maintain high availability but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control.

10.2 Scheduled Maintenance

We will provide reasonable notice for scheduled maintenance that may affect Service availability. Emergency maintenance may be performed without notice.

10.3 Support

Support is provided according to your Subscription plan. Support hours, response times, and channels vary by plan level.

10.4 Service Level Agreement

Customers with an active Subscription may be entitled to service level commitments as set forth in the applicable Service Level Agreement ("SLA"). The SLA, where applicable, is incorporated by reference into these Terms and defines uptime commitments, service credits, and support response times. In the event of a conflict between the SLA and these Terms regarding service availability, the SLA shall control.

11.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other in connection with these Terms, including business plans, pricing, technical information, product plans, customer lists, and security architecture. Customer Data is Customer's Confidential Information. The Service's source code, architecture, and security measures are Arcova's Confidential Information.

11.2 Obligations

Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses for its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to third parties except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as these; and (c) use Confidential Information only for purposes of performing under these Terms.

11.3 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure without restriction
• Is independently developed without use of Confidential Information
• Is lawfully obtained from a third party without restriction
• Is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt notice (where permitted) and reasonably cooperates with efforts to limit disclosure

11.4 Duration and Return

Confidentiality obligations survive for three (3) years after disclosure of the applicable Confidential Information, except that obligations regarding trade secrets survive for as long as the information remains a trade secret. Upon termination of these Terms, each party shall, upon request, return or destroy the other party's Confidential Information and certify such destruction in writing.

14.1 Indemnification by Customer

You agree to indemnify, defend, and hold harmless CT Software, LLC and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your Customer Data or Content
• Your violation of these Terms or applicable law
• Your violation of any third-party rights
• Actions of your Authorized Users
• Your reliance on AI outputs or platform calculations
• Any employment-related or labor claims arising from your use of the Service, including claims related to GPS tracking, attendance monitoring, payroll, scheduling, or workforce management
• Your failure to obtain required employee consents for location tracking or data processing

14.2 Indemnification by Arcova

Arcova agrees to indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that the Service, as provided by Arcova and used in accordance with these Terms, infringes a valid United States patent, copyright, or trademark. This indemnity does not apply to claims arising from:

• Modifications to the Service made by or on behalf of Customer
• Combination of the Service with non-Arcova products, services, or data
• Use of the Service after Arcova notifies Customer to discontinue such use
• Use of the Service not in compliance with these Terms or applicable Documentation
• Customer Data or Content

If the Service becomes, or in Arcova's opinion is likely to become, the subject of an infringement claim, Arcova may at its option and expense: (a) procure the right for Customer to continue using the Service; (b) modify the Service to make it non-infringing; or (c) terminate the affected Subscription and refund prepaid fees for the unused portion of the term.

14.3 Indemnification Procedures

The indemnified party must: (a) promptly notify the indemnifying party in writing; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense at its own expense. The indemnifying party may not settle any claim that imposes obligations on the indemnified party without prior written consent.

15.1 Term

These Terms remain in effect until terminated. Your Subscription continues for the duration specified in your plan and automatically renews unless cancelled.

15.2 Termination by You

You may terminate your Account by contacting us. Termination does not entitle you to a refund of prepaid fees unless required by law.

15.3 Termination by Us

We may terminate your Account in the following circumstances:

• For Cause with Cure Period: If you breach these Terms and fail to cure such breach within thirty (30) days after receiving written notice specifying the breach
• Immediate Termination: If you fail to pay fees more than fifteen (15) days after a suspension notice under Section 7.5, if we are required to do so by law, or if your Account poses an imminent security risk to the Service or other users
• If we discontinue the Service with at least ninety (90) days' prior notice

15.4 Effect of Termination

Upon termination:

• Your license to use the Service immediately ends
• You must cease all use of the Service
• Data Export: You may request an export of your Customer Data for thirty (30) days following the effective date of termination. After this period, Arcova has no obligation to maintain or provide access to your data.
• Data Deletion: Your Customer Data will be permanently deleted within ninety (90) days after termination, unless retention is required by applicable law or regulation. Upon request, Arcova will provide written certification of deletion.
• You remain liable for all fees accrued prior to termination
• Provisions that should survive termination will remain in effect

15.5 Survival

Sections relating to intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and general provisions survive termination.

16.1 Informal Resolution

Before filing a formal dispute, you agree to contact us at [email protected] to attempt to resolve the dispute informally. We will attempt to resolve disputes within 30 days of notification.

16.2 Arbitration Agreement

If informal resolution fails, any dispute arising from these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

16.3 Arbitration Terms

• Arbitration will take place in Delaware or remotely via video conference
• The arbitrator's decision will be final and binding
• Judgment may be entered in any court of competent jurisdiction
• Each party bears its own costs unless the arbitrator rules otherwise

16.4 Class Action Waiver

YOU AGREE TO RESOLVE DISPUTES ONLY ON AN INDIVIDUAL BASIS AND WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.

16.5 Exceptions

Either party may seek injunctive relief in court for intellectual property infringement or unauthorized access. Small claims may be filed in small claims court.

19.1 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, Data Processing Agreement (where applicable), Service Level Agreement (where applicable), and any Order Form or other policies referenced herein, constitute the entire agreement between you and us regarding the Service.

19.2 Severability

If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary, and the remaining provisions will remain in full effect.

19.3 Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

19.4 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

19.5 Force Majeure

Neither party is liable for delays or failures resulting from circumstances beyond reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or Internet service failures.

19.6 Independent Contractors

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

19.7 Notices

Notices to you may be sent to the email address associated with your Account. Notices to us should be sent to [email protected] or the mailing address below.

19.8 Export Compliance

You agree to comply with all applicable export laws and not to use or export the Service in violation of US export laws or sanctions.

19.9 Government Users

If you are a US government entity, the Service is provided as "commercial computer software" under applicable federal acquisition regulations.