Terms and Conditions

Security Provider Participation Agreement (Vendor Terms)

Version 1.0 — Effective: Aug 22, 2025

Tectus Protection, Inc., d/b/a Tectus Protection ("Tectus")

Last Updated: 2025-08-22

These Terms govern security companies and solo providers (Vendors) that accept and perform assignments (Jobs) sourced through Tectus. Vendor is an independent contractor responsible for its Personnel, compliance, insurance, safety, and results. Tectus provides technology and payment services and, for most Jobs, contracts as prime and subcontracts to Vendor.

0) Order of Precedence

If there is a conflict, the following order controls: (i) Job-specific terms/insurance in the Job details; (ii) these Vendor Terms; (iii) SOPs and End Client site policies.

1) Acceptance & Electronic Signature

By creating an account, clicking “I agree,” checking a consent box, or clicking “Accept Job,” Vendor is executing these Terms electronically under the U.S. Electronic Signatures in Global and National Commerce Act (15 U.S.C. §7001 et seq.) and applicable state Uniform Electronic Transactions Acts (UETA). Such actions constitute Vendor’s electronic signature and acceptance with the same force and effect as a handwritten signature. If the individual accepting acts on behalf of a company, that individual represents and warrants that they have authority to bind the company, and acceptance binds the company.

1A) Versioning; Updates; Ongoing Acceptance

Each agreement is identified by version number and effective date and is posted within the Platform. Tectus may update these Terms from time to time and will post the updated version with an updated 'Last Updated' date. For material changes, Tectus will provide reasonable Notice (e.g., in-app banner, modal, or email) and may require a specific click-through acknowledgment before Vendor can accept new Jobs. Vendor understands and agrees that (i) continued access to or use of the Platform after the effective date of an update, and/or (ii) clicking 'Accept Job' after an update is posted, constitutes acceptance of the then-current Terms. Vendor is responsible for reviewing the current Terms before accepting Jobs. Prior electronic acceptances remain valid and govern the version of the Terms in effect at the time each Job was accepted.

2) Definitions

"Vendor": the company or sole proprietor enrolled on the Platform.

"Personnel": Vendor’s employees or independent contractors.

"Platform": Tectus websites, mobile apps, APIs, and related services.

"Job": a specific assignment accepted via the Platform.

"SOPs": post orders, site rules, and instructions.

"End Client": the ultimate customer receiving services.

"Tectus Blackline": premium secure transport/escort services with distinct fee terms.

"Platform Fee": the fee stated in Section 13.

"Net Terms": payout timing stated in Section 13.

"Quick Pay": optional accelerated payout per Section 13.

"Vendor Payout Rate": the hourly rate payable to Vendor for a given shift as shown in the Job details at acceptance (excluding taxes, pass-throughs, and Platform Fees).

"Gross End Client Charge": amounts invoiced to the End Client for a Job before discounts, excluding taxes, government fees, third-party pass-through expenses, Quick Pay fees, card/ACH processing fees, and credits.

"Service Failure Liquidated Damages Schedule" or "SF Schedule": the pre-posted schedule of liquidated damage amounts applicable to a Job, displayed or linked in the 'Accept Job' modal at acceptance.

"MVA": motor vehicle accident.

"A&B": Assault & Battery coverage within General Liability.

"HNOA": Hired & Non-Owned Auto coverage.

"DNR": Do-Not-Return designation barring specified Personnel from future Jobs at End Client sites.

"SAM": Sexual Abuse or Molestation coverage.

"Third-Party Fidelity/Crime (Business Services Bond)": coverage or bond for theft by Vendor’s Personnel of End Client money, securities, or tangible property.

3) Contracting Structure (Prime/Sub; Flow-Down)

Unless Job details say otherwise, Tectus is the contracting party with Vendor for each Job and may separately contract with the End Client; Vendor is Tectus’s subcontractor for the Job. End Client requirements flow down to Vendor. Vendor will not create privity or separate agreements with End Client for substantially similar services during the term and 12 months thereafter except through Tectus (see Section 12). If a Job is designated as marketplace/agent-only, Section 4 governs payments.

4) Limited Collection Agent (Marketplace Mode)

For any Job explicitly designated as marketplace/agent-only, Tectus acts as limited payment collection agent for Vendor, may accept End Client payments, and will remit Vendor payouts per Section 13, subject to setoff/holds. Client payment to Tectus satisfies Client’s obligation to Vendor.

5) Relationship; No Employment

Vendor is an independent contractor. Tectus is not a joint employer of Vendor or Personnel and does not control methods of work. Vendor bears all wages, taxes, benefits, and workers’ compensation/occupational coverage.

5A) Background Screening; Fitness

Vendor will ensure Personnel meet all licensing, screening, and training required by law and SOPs, are fit for duty (including drug/alcohol fitness), and maintain records available for audit.

5B) Sanctions, Export Controls & Anti-Corruption (Screening & Certification)

5B.1 Representations. Vendor represents and warrants that Vendor, its affiliates, any direct or indirect owners of ≥25%, directors, officers, and all Personnel assigned to Jobs (collectively, “Covered Parties”): (a) are not listed on, and are not owned or controlled (≥50% in aggregate) by one or more persons listed on: (i) U.S. Dept. of the Treasury, OFAC Specially Designated Nationals and Blocked Persons (SDN) List and OFAC Consolidated Sanctions List (non-SDN lists); (ii) U.S. Dept. of Commerce, Bureau of Industry and Security (BIS) Denied Persons List, Entity List, and Unverified List; (iii) U.S. Dept. of State, DDTC Debarred Parties List; (iv) United Nations Security Council Consolidated Sanctions List; (v) United Kingdom HM Treasury (OFSI) Consolidated List; (vi) European Union Consolidated Financial Sanctions List; (vii) Government of Canada Consolidated Canadian Autonomous Sanctions List; and (viii) Australia DFAT Consolidated List; (b) are not located, organized, or resident in any comprehensively sanctioned jurisdiction under U.S. law (including, without limitation, Cuba, Iran, North Korea, Syria, and the comprehensively sanctioned regions of Ukraine); and (c) will comply with applicable sanctions, export controls, anti-boycott, anti-money-laundering/CTF, and anti-corruption laws (including the U.S. FCPA and U.K. Bribery Act). 5B.2 Pre-Job Screening & Certification (Condition to Work). Before commencing each Job—and in any event within the 24 hours preceding the Job start—Vendor will screen all Covered Parties against the lists in §5B.1 using official government websites or a reputable commercial screening provider. Vendor will submit through the Platform a certification that screening was completed, including: (i) date/time (UTC); (ii) data used (full legal names, known aliases/DBAs, country, and date of birth where available); (iii) lists consulted; and (iv) outcome (no match / possible match). 5B.3 Positive or Possible Matches; Holds. Vendor must immediately notify Tectus of any positive or possible match and will not commence (or will cease) work unless and until Tectus provides written clearance. Tectus may place a hold, suspend access, or cancel any Job pending review. 5B.4 Ongoing Monitoring; Changes. Vendor will re-screen active Covered Parties at least every 90 days and upon any change in ownership of ≥25% or changes to directors/officers. 5B.5 Records; Audit. Vendor will retain evidence of screening (e.g., screenshots or exported reports showing list names and timestamps) for five (5) years and provide copies promptly upon request. Tectus may conduct independent screening at any time. 5B.6 No Evasion; Restricted Payments. Vendor will not route payments through sanctioned financial institutions, use intermediaries to evade sanctions, or engage in prohibited end-uses/end-users under U.S. export controls. 5B.7 Consequences. Failure to certify, incomplete screening, or any breach of this Section is grounds for suspension or termination under §20 and subject to indemnification under §18.

5C) Training Matrix

Tectus may publish minimum credentials by Job type in the Vendor Dashboard. Vendor will assign Personnel who meet or exceed those minimums.

6) Weapons Policy & De-Escalation (Acknowledgment)

Vendor will ensure Personnel review and comply with Tectus and End Client weapons policies and applicable law. No weapon or less-lethal device may be carried unless expressly authorized in the Job, lawful, and the Personnel is trained/certified. Duty to de-escalate applies. Vendor is solely responsible for selection, training, carriage, storage, and lawful use.

7) Vehicles & Driving

For any Job involving driving/escort/transport, Vendor will use qualified, licensed drivers, comply with all traffic/DOT laws, prohibit device use while driving, maintain Hired & Non-Owned Auto coverage per Section 9, and comply with the Hours-of-Service limits in Section 28A(b).

8) Incident Reporting & Cooperation

Vendor will promptly notify Tectus of material safety, security, legal, or claim-related events and cooperate in any investigation, insurance adjustment, or legal process. (a) Immediate Notice (within 1 hour by phone/portal): any fatality; serious bodily injury; any weapon discharge (including less-lethal); physical use of force or restraints; arrest/detention; assault/robbery; suspected felony; fire or hazardous condition; data/security incident involving End Client or Platform credentials; or any event likely to generate media attention or a claim. (b) 24-Hour Written Report: any injury (including OSHA-recordable), property damage, motor vehicle accident (MVA), near-miss with serious potential, threat/harassment, regulatory inspection/contact at the Job site, or complaint that could reasonably lead to a claim. (c) Where SOPs require, Vendor will also notify the End Client site contact, but Tectus remains the primary reporting recipient. (d) Evidence: preserve scenes, logs, BWC/CCTV, photos, and physical evidence; maintain chain of custody; do not alter or delete data; and produce materials to Tectus upon request. (e) Statements: Vendor and Personnel will provide factual statements as requested by Tectus, insurers, End Client, or authorities but will not admit liability, assign fault, or speak on behalf of Tectus. (f) Media/Social: no public or social media statements about any Incident without Tectus’s written direction, except as required by law. This Section operates in tandem with Section 36 (Incident Escalation Protocol).

8A) Recording Devices; Evidence

Body-worn or other recordings must comply with law and End Client policy. Vendor will preserve chain of custody and produce recordings/logs upon request. No public disclosure absent legal obligation.

8B) Mandatory Reporting to Authorities & Regulators

In emergencies or where law requires, Vendor will contact emergency services or public authorities immediately in accordance with Section 36. Vendor is responsible for any legally required Notices to licensing/regulatory bodies that apply to Vendor’s business (e.g., guard company licensing agency, law enforcement reporting of weapon discharges, mandated abuse/neglect reporting, or OSHA/transport notifications). Unless prohibited by law or exigency, Vendor will promptly inform Tectus of any such reports and provide copies/receipt numbers. If no legal mandate applies, Vendor will not contact authorities or regulators about a Job without Tectus’s direction.

9) Insurance Requirements (Minimums)

Maintain the following during participation. For any policy written on a claims-made basis (e.g., Professional/E&O, Cyber, and any SAM or Crime policy written on claims-made forms), Vendor will either maintain continuous coverage with a retroactive date no later than the date Vendor first performs services via the Platform, or purchase an Extended Reporting Period (“ERP”/“tail”) of not less than twenty-four (24) months after the later of (i) the last Job’s completion or (ii) termination of these Terms. Occurrence-form policies (e.g., CGL, including A&B; Hired & Non-Owned Auto; Umbrella/Excess following form; Workers’ Compensation) need not be maintained post-termination; however, Additional Insured—Completed Operations status must be provided per §9B, and evidence of such status (and any ERP purchase) will be provided upon request. If an ERP of the stated duration is unavailable on commercially reasonable terms, Vendor will notify Tectus in writing and maintain continuous claims-made coverage with the same retroactive date for the required period.

(a) CGL (occurrence) $1,000,000 per occurrence / $2,000,000 aggregate, expressly covering security services and including A&B (no exclusion) ≥ $250,000 per occurrence or within GL limits;

(b) Workers’ Comp as required by law and Employers’ Liability $500,000 / $500,000 / $500,000 (or Occupational Accident reasonably acceptable to Tectus if WC is not required by law);

(c) Hired & Non-Owned Auto $1,000,000 CSL where any driving/transport may occur;

(d) Umbrella/Excess $1,000,000 follow-form (higher if Job requires; Job terms control);

(e) Professional/E&O if required by law/Job.

9A) Optional Coverages for Special Exposures (Job-Triggered)

These coverages are required only when the Job details flag a special exposure: (i) contact with minors or vulnerable persons; or (ii) unsupervised access to End Client money, securities, inventory, keys, access cards, or access codes. (a) Sexual Abuse or Molestation (SAM): If minors/vulnerable-person contact is flagged, Vendor will either (1) maintain SAM coverage (endorsement to GL or standalone) with limits not less than USD $100,000 per claim (or higher per Job details) and no SAM exclusion as to Vendor’s Personnel; or (2) decline such Jobs. (b) Third-Party Fidelity/Crime (Business Services Bond acceptable): If unsupervised access to client funds/keys/property is flagged, Vendor will maintain either a Third-Party Crime policy or a Business Services/Employee Dishonesty bond covering theft by Vendor’s Personnel with limits not less than USD $100,000 per claim (or higher per Job details). End Client and Tectus may be named as loss payees as interests appear. (c) Follow-Form Umbrella: Where applicable, Umbrella/Excess must be follow-form. (d) Waiver/Attestation: If the Job details do not flag a special exposure, these coverages are not required; Vendor may be asked to attest that the Job involves no minors/vulnerable-person contact and no unsupervised access to client funds/keys/property.

9B) Endorsements; Deductibles; Primary/Non-Contributory

Name Tectus and, where stated in Job details, the End Client as Additional Insureds on a primary and non-contributory basis (GL, Auto, Umbrella) with Waiver of Subrogation (GL, WC where permitted, Auto, Umbrella). Additional Insured and Primary & Non-Contributory wording must be provided via industry-standard endorsements (e.g., CG 20 10 and CG 20 37 and CG 20 01, or equivalents). Vendor is responsible for deductibles/SIRs. Umbrella follows form including A&B and HNOA. Blanket Additional Insured and Primary & Non-Contributory endorsements that apply to any written contract requiring such status will satisfy this Section.

9C) Certificates; Notice; Insurance Monitoring

Provide COIs with AI/PNC and WOS endorsements before accepting any Job and upon renewal. Provide 30 days’ prior Notice of cancellation/material change (10 for non-payment) where available. Tectus may verify via third-party services and rely on insurer/agent confirmations. Failure to cooperate is grounds for suspension.

9D) Absolute Insurance Gate (No Coverage, No Work)

If required insurance is missing, lapsed, below minimums, lacks required endorsements, or fails to maintain any required Extended Reporting Period (ERP) or continuity of claims-made retroactive date, Vendor will not accept or perform any Job. Doing so is a material breach and grounds for immediate suspension/termination.

9E) Insurer Qualifications

All required insurance must be placed with insurers rated at least A- (VII) by A.M. Best (or equivalent) or otherwise reasonably acceptable to Tectus. Where required by law, policies must be written by admitted carriers; surplus lines carriers are acceptable where permitted.

10) No Subcontracting

Vendor will not subcontract, assign, or re-route any Job to any third party other than its own Personnel without Tectus’s prior written consent. No sub-subcontracting.

10A) Personnel Classification & Coverage

Vendor is responsible for classification of Personnel and any wage/hour, tax, benefit, or misclassification claims and will defend/indemnify Tectus for such claims. Independent contractors must be covered under Vendor’s insurance.

11) Performance; SOPs; Records

Perform Jobs professionally and lawfully, comply with SOPs and site rules, use Platform timekeeping/GPS/check-in when required, and maintain accurate logs and incident reports.

11A) Right to Remove; DNR

Tectus or the End Client may require immediate removal/replacement of any Personnel and may designate Personnel Do-Not-Return (DNR). Vendor will not assign DNR Personnel to any Job.

11B) Service Failure Fee (Liquidated Damages; Pre-Posted Schedule)

11B.1 Purpose. The parties agree that certain failures cause urgent replacement, dispatch, escalation, and client recovery costs that are difficult to calculate at the time of contracting. The following amounts are a reasonable pre-estimate of those costs and are agreed as liquidated damages, not a penalty. 11B.2 When and How Posted. The Service Failure Liquidated Damages Schedule (the “SF Schedule”) for each Job will be (a) posted in the Vendor Dashboard and (b) displayed or linked in the 'Accept Job' modal with a version identifier before Vendor accepts the Job. The SF Schedule version displayed at acceptance is incorporated into, and governs, that Job and will not change retroactively. 11B.3 Amounts (Default Schedule). If, for any reason, an SF Schedule is not displayed or linked in the 'Accept Job' modal for a Job, the following default amounts apply to that Job: (a) No-Show or Abandonment of Post: liquidated damages equal to the lesser of (1) four (4) hours at the Vendor Payout Rate plus USD $150, or (2) the Vendor Payout that would have been earned for the affected shift. (b) Late Arrival: 31–60 minutes late = one (1) hour at the Vendor Payout Rate; 61–120 minutes late = two (2) hours at the Vendor Payout Rate; more than 120 minutes late is treated as a No-Show under 11B.3(a). (c) Under-Staffing: for each guard-hour unfilled vs. the accepted Job, one (1) hour at the Vendor Payout Rate. (d) Early Departure without approval (>15 minutes before shift end): one (1) hour at the Vendor Payout Rate. 11B.4 Mitigation; No Double Recovery. Tectus will use commercially reasonable efforts to mitigate losses. Amounts under this Section are not in addition to any amounts already withheld for the same missed hours (no double recovery). 11B.5 Setoff. Tectus may offset liquidated damages under this Section against any payouts otherwise due to Vendor. 11B.6 Savings Clause. If a court finds any amount herein unenforceable as liquidated damages, the parties agree that Tectus may recover its actual provable damages for the same failure, and any overbroad term will be reduced to the maximum enforceable amount.

11C) Records Retention

Retain Job records/logs/incident reports/recordings for at least 5 years (longer if required by law or under hold Notice). Preserve upon Tectus’s written legal hold.

11D) Personnel SOP Acknowledgments

Vendor will ensure Personnel electronically acknowledge site-specific SOPs and safety rules in the Platform before each Job. Such acknowledgments constitute electronic signatures and are retained as part of the Job record.

12) Liquidated Damages (Non-Circumvention)

The parties acknowledge that a breach of this Section 12 would cause losses (including costs of client acquisition/maintenance, coordination, reputational harm, and lost platform economics) that are difficult to quantify at the time of contracting. Therefore, as a genuine pre-estimate of harm and not a penalty, the Vendor agrees that, upon such breach, Tectus is entitled to liquidated damages equal to the greater of: (a) twenty percent (20%) of all gross amounts billed or collected by Vendor (and its affiliates) for Covered Services provided to the Introduced Client during the Tail Period and the twelve (12) months thereafter (“Circumvented Receipts”); or (b) the Platform Fee that would have applied if the same services had been transacted through the Platform, applied to the Circumvented Receipts. Tail Period means the twelve (12) months following the later of (i) Vendor’s first receipt of the Introduced Client’s identity or Job details through the Platform, or (ii) Vendor’s last on-Platform service for that Introduced Client; the Tail Period is tolled during any period of concealment or undisclosed circumvention. The applicable percentage(s)/fee(s) are disclosed in these Terms and referenced in the “Accept Job” modal before acceptance; they are incorporated into each Job when accepted and will not be changed retroactively. Vendor expressly agrees that the foregoing formula and amounts are reasonable in light of anticipated harm at the time of agreement and job acceptance. If Vendor fails to keep or produce reasonable records of Circumvented Receipts, Tectus may compute the liquidated damages using reasonable estimates based on available data (including historical rates/hours for that Introduced Client or comparable clients), subject to adjustment if Vendor later provides reliable records. If any part of this clause is found unenforceable as liquidated damages, Tectus may recover its actual provable damages for the same breach, and any overbroad term will be reduced to the maximum enforceable extent.

12A) Illustrative Examples (Not a Cap or Penalty)

Example 1 (Single Project): Vendor circumvents and bills an Introduced Client USD $100,000 for Covered Services during the Tail Period. Liquidated damages = 20% × $100,000 = $20,000 (greater than the Platform Fee alternative).

Example 2 (Multiple Invoices Across Tail + 12 Months): Vendor and its affiliate collect $12,000 during the Tail Period and $18,000 in the 12 months thereafter = $30,000 total Circumvented Receipts. LD = 20% × $30,000 = $6,000.

Example 3 (Platform Fee Alternative Controls): If the applicable Platform Fee for the service line is 25% (hypothetical Blackline example) and Circumvented Receipts are $40,000, LD = max(20% × $40,000 = $8,000; 25% × $40,000 = $10,000) ⇒ $10,000.

Example 4 (Missing Records; Estimation): If Vendor fails to produce records, Tectus estimates Circumvented Receipts based on prior on-platform work for that Client (e.g., average $65/hour × 200 hours = $13,000). LD = 20% × $13,000 = $2,600, subject to adjustment if Vendor later provides reliable records.

12B) California Construction (If Applicable)

For Vendors subject to California law, this Section 12 is intended and will be construed solely to prevent misuse of Tectus Confidential Information, Job details, and interference with Tectus’s contractual and prospective economic relations, and not to restrain lawful competition. Nothing herein prohibits a Vendor from competing or servicing a client independently if the Vendor does not use Tectus Confidential Information or Job details to do so. To the extent any portion of this Section would be deemed a restraint of trade under Cal. Bus. & Prof. Code §16600 et seq., it will be reformed to the maximum enforceable extent consistent with this paragraph.

12C) Client Conversion Fee

If Vendor wishes to continue providing Covered Services to an Introduced Client off-Platform, Vendor may, with Tectus’s prior written consent obtained in advance, pay a one-time client conversion fee equal to 20% of the projected first-year Circumvented Receipts (or 25% for Tectus Blackline or enterprise-designated introductions), with a minimum of $7,500 (standard) and $15,000 (Blackline/enterprise). Upon payment, Section 12 will not apply to Covered Services rendered to that Introduced Client after the effective date of the conversion. This does not waive Vendor’s obligations for services provided prior to conversion.

12D) Cure Option

Within ten (10) business days after written Notice of a breach of this Section 12, Vendor may cure by either (a) routing the engagement through the Platform and paying the Platform Fee on Circumvented Receipts to date (with prospective use of the Platform thereafter), or (b) paying the Client Conversion Fee under Section 12C. Upon timely cure, Tectus will waive liquidated damages for the cured conduct, without limiting Tectus’s right to injunctive relief for ongoing misuse.

13) Fees, Payouts, Net Terms, Quick Pay, Setoff

13.1 Platform Fee (Standard): 4.97% of gross End Client charge (excluding taxes/pass-throughs) applies to non-Blackline Jobs; Blackline Platform Fees are as posted in the Vendor Dashboard/Job details and may differ. Fees may change prospectively with Notice. 13.2 Net Terms: Unless otherwise stated, Net 21 calendar days from (i) Job completion (single-shift) or (ii) period close (multi-day/ongoing), subject to End Client payment receipt, fraud review, required documentation, and offsets/reserves. 13.3 Quick Pay (Optional; Subject to Change): Where available, Vendor may elect Net 14 (+1%), Net 7 (+2%), or Net 2 (+3%) applied to payout at disbursement. Offerings, eligibility, and fees may change prospectively with Notice and may vary by risk, claims, reserve status, or Job type (including Blackline). 13.4 Holds/Reserves/Setoff: Tectus may place holds/reserves and set off against current/future payouts any amounts owed (chargebacks, refunds, penalties for policy violations, deductibles/retentions advanced by Tectus to resolve claims attributable to Vendor). 13.5 Documentation & Disputes: Failure to provide timekeeping/logs/incident reports may delay or reduce payout. If a charge is reversed/refunded due to Vendor non-performance/breach/insufficient documentation, Tectus may debit or set off. 13.6 Taxes: Vendor is responsible for its own taxes and will provide required tax forms (e.g., W-9).

13A) No Advance of Funds

Except where Vendor has an approved Quick Pay election, Tectus has no obligation to advance funds prior to End Client payment receipt.

14) Client Disputes; Chargebacks

Vendor will cooperate to resolve disputes with End Clients. Tectus may debit or set off amounts for chargebacks or refunds attributable to Vendor’s performance.

15) Confidentiality

Use Tectus/End Client confidential information only to perform Jobs; protect against unauthorized use/disclosure; return or destroy on request.

15A) Data Security; Security Incidents; Cyber Liability

If Vendor handles Personal Data, video, access credentials, or incident data, Vendor will implement reasonable administrative, technical, and physical safeguards appropriate to the nature of the data and risk. Vendor will maintain Cyber Liability (Network Security & Privacy) not less than USD $500,000. "Security Incident" means any actual or reasonably suspected unauthorized access to, or acquisition, destruction, loss, alteration, or disclosure of Personal Data or systems that store/process it. Vendor will notify Tectus of any Security Incident without undue delay and in any case within 24 hours after becoming aware, provide regular updates, and cooperate with Tectus, insurers, regulators, and End Client as directed. Notification to affected individuals, regulators, or media will be coordinated by Tectus unless law expressly requires Vendor to notify; in that case, Vendor will (unless legally prohibited) notify Tectus in advance and share copies/receipt numbers. Vendor will preserve relevant logs/evidence, mitigate harm, and not make public statements without Tectus’s written direction. Vendor will comply with applicable privacy and data-security laws (including state data-breach notification statutes) and any End Client data-processing requirements stated in the Job details.

15B) Privacy Rights Requests (DSRs) & Portal

To the extent Tectus or the End Client acts as a controller (or 'business') and Vendor processes Personal Data on their behalf, Vendor will: (a) promptly forward to Tectus any data subject/consumer request it receives (e.g., access, deletion/'right to be forgotten', correction, portability, opt-out of sale/sharing/targeted ads) and will not respond except as instructed by Tectus; (b) provide reasonable assistance and all relevant data needed by Tectus to respond, within five (5) calendar days of request (or sooner if needed to meet legal deadlines); and (c) implement Tectus’s written instructions to correct, restrict, delete, or return Personal Data, subject to permitted retention exceptions. Tectus will maintain a Privacy Requests Portal or other channel posted on the Platform legal page for request intake. If Vendor independently acts as a controller for Personal Data it collects outside of the Platform, Vendor will honor requests it receives directly in accordance with applicable law.

15C) Data Minimization; Retention & Deletion

Vendor will collect only the Personal Data necessary to perform a Job and will not retain it longer than needed for that purpose, except as required by law, insurance, or legitimate defense of claims. Where Tectus instructs deletion in connection with a verified privacy request, Vendor will delete or de-identify the data and confirm completion, except where retention is required under Section 11C (records retention), legal hold, insurance, tax, or other statutory obligations; in those cases, Vendor will sequester, restrict access, and delete when the basis for retention ends. Backups must be overwritten in the ordinary course on the next scheduled cycle.

15D) Role of Parties; Service Provider/Sub-Processor Terms

For Personal Data that Vendor processes on behalf of Tectus or the End Client: (a) Vendor acts as a service provider/processor (and sub-processor where Tectus is a service provider/processor) and will process Personal Data only on documented instructions from Tectus (including Job details and SOPs); (b) Vendor will not sell or share Personal Data, use it for targeted advertising, combine it with data from other clients except for fraud/security or service improvement permitted by law, or use it for any purpose other than performing Jobs; (c) Vendor will impose written confidentiality and data-protection obligations on Personnel and any approved subcontractors consistent with this Agreement; and (d) upon termination of a Job or this Agreement, Vendor will return or delete Personal Data per Tectus’s instructions, subject to Section 15C exceptions.

16) Intellectual Property; Marks; Publicity

The Platform and all Tectus IP belong to Tectus or its licensors. Tectus grants a limited, revocable license to use the Platform to receive/perform Jobs. No use of Tectus’s name or marks without written approval. Vendor authorizes Tectus to list Vendor’s name/logo as a participating provider; Vendor may opt out by written Notice.

17) Safety; No Warranties

Vendor is solely responsible for safety of operations and Personnel. THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES. TECTUS DOES NOT WARRANT OUTCOMES OR THIRD-PARTY CONDUCT.

18) Indemnification (Vendor → Tectus)

Vendor will defend, indemnify, and hold harmless Tectus, its affiliates, and their officers/directors/employees/agents from any claims, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) acts/omissions of Vendor/Personnel; (b) injury/death/property damage related to services; (c) legal non-compliance (licenses, weapons, SOPs); (d) employment/wage/hour/benefit or worker classification claims; (e) IP/right violations by Vendor; or (f) Vendor’s breach. Indemnity is not limited by insurance availability.

19) Limitation of Liability (Tectus → Vendor)

To the maximum extent permitted by law, Tectus is not liable for indirect, incidental, consequential, exemplary, punitive damages, lost profits, goodwill, or data. Tectus’s total liability will not exceed the greater of (a) Platform Fees paid by Vendor in the 12 months prior to the event or (b) $5,000. This does not limit liability where prohibited by law for Tectus’s own willful misconduct or fraud.

20) Suspension; Termination for Cause

Tectus may suspend/terminate immediately for safety, compliance, insurance failure, fraud, or material breach. Termination does not relieve pre-existing obligations.

20A) Termination for Convenience

Tectus may terminate Vendor’s participation on 15 calendar days’ Notice. Accrued payment obligations survive subject to offsets and End Client payment receipt. Vendor may terminate these Terms for convenience on 15 calendar days’ Notice. For clarity, termination (by either party) does not affect Jobs already accepted; Vendor must complete accepted Jobs through their scheduled end unless Tectus releases Vendor in writing.

20B) Change of Control; Re-Verification

Vendor will notify Tectus in writing within 10 calendar days of any change of control, key ownership, or executive leadership that could affect licensing, insurance, or compliance. Tectus may suspend access pending re-verification.

21) Audits; Verification

On reasonable Notice, Tectus may audit licenses, training, insurance, timekeeping, logs, and incident files and request copies or on-screen review. Failure to cooperate may result in suspension.

21A) Return of Property & Access

Upon request or Job end, Vendor will promptly return all Tectus/End Client property (badges, keys, access cards, devices, documents, data) and delete digital access/credentials (except records retained under Section 11C).

22) Dispute Resolution; Class Waiver; Jury Waiver

GOVERNING LAW: Delaware law (conflict rules excluded). ARBITRATION: This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and not state arbitration law. Any dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Rules. VENUE/SEAT: Denver, CO (or video at the arbitrator's discretion). CLASS WAIVER: Disputes will be resolved only on an individual basis. JURY WAIVER: If a dispute is found non-arbitrable, both parties waive jury trial.

22A) Equitable Relief

Either party may seek temporary/preliminary injunctive relief in court to protect Confidential Information, IP, or enforce Section 12 (Non-Circumvention) without waiving arbitration for damages.

22B) Delegation; Representative Actions; Severability

The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, formation, or scope of this arbitration agreement, including any claim that all or part of this agreement is void or voidable (delegation clause). To the fullest extent permitted by law, the parties waive any right to bring or participate in class, collective, private attorney general, or representative actions. If any waiver in this Section is found unenforceable as to a particular claim type, that claim will be litigated in a court of competent jurisdiction (as permitted by law), while any remaining claims proceed in individual arbitration. This Section is severable from the rest of the Terms.

23) Notices (Defined Term; Methods; Deemed Receipt)

23.1 Defined Term. "Notice" means a written communication delivered by one of the permitted methods in §23.2, addressed as in §23.3, and concerning rights or obligations under these Terms (e.g., breach, termination, audits, insurance changes, force majeure, changes to Terms). Operational notifications (e.g., in-app banners about product features) are not a Notice unless expressly stated to be a Notice under this Section. 23.2 Permitted Methods. (a) Email to the addresses in the recipient’s Vendor profile (primary and legal contacts) and/or the legal Notice email posted on the Platform legal page; (b) reputable overnight courier with tracking; (c) certified or registered mail (return receipt requested); and (d) Platform message or portal message that is clearly labeled as a "Notice" and links to the full text. SMS may be used for operational purposes but is not a Notice unless the message expressly states it is a "Notice" under this Section. 23.3 Addresses; Updates. Each party will keep its contact details current in the Platform. Changes to Notice addresses are effective when updated in the Vendor profile or acknowledged in writing by Tectus. 23.4 Deemed Receipt. Email: upon successful transmission without bounce, or the next business day if sent after 5:00 p.m. at the recipient’s principal place of business. Courier: upon delivery as shown by carrier records. Certified/registered mail: on the earlier of actual receipt or three (3) business days after mailing. Platform-labeled Notices: when posted to the recipient’s account and either (i) first access thereafter or (ii) two (2) business days after posting, whichever occurs first. "Business day" means Monday–Friday excluding federal holidays in the recipient’s principal place of business. 23.5 Carve-Outs. Service of process for temporary/preliminary injunctive relief and arbitration papers may be made by email under §23B. This Section does not constitute consent to email service of a civil action on the merits. 23.6 No Waiver by Informal Communications. Emails, chats, or in-app messages that are not a Notice under this Section do not satisfy any requirement to provide Notice, unless expressly labeled as a "Notice" and sent by a permitted method.

23A) Electronic Communications, Records, and E-Sign Consent

Vendor consents to receive contracts, Notices, disclosures, and records electronically and agrees that click-through acceptances, electronic signatures, and Platform Notices constitute writings and effective Notice under applicable law (including ESIGN and UETA). Hardware/Software: Vendor must maintain a device with a modern web browser, internet access, and the ability to view and save PDFs. Paper Copies/Withdrawal: Vendor may request a paper copy or withdraw e-sign consent by emailing the legal Notice address on the Platform; withdrawal may result in suspension of Platform access and will not affect the legal validity of prior electronic records or signatures.

23B) Service of Process by Email (Temp/Prelim Injunctive Relief & Arbitration Only)

Scope. To the extent permitted by applicable law and by the rules or orders of the administering tribunal, the parties consent to service by email of: (i) applications, motions, and supporting papers for temporary restraining orders and/or preliminary injunctive relief; and (ii) arbitration demands, Notices, orders, awards, and related filings (collectively, "Covered Papers"). Method. Covered Papers may be served by sending a PDF copy to (a) the email addresses listed in the recipient's Vendor profile (primary and legal contacts), and (b) the legal Notice email posted on the Platform legal page, unless the administering arbitral institution or court requires a different method, or by any additional method the administering tribunal orders or permits. Effectiveness. Email service is deemed effective upon successful transmission without bounce, or on the next business day if sent after 5:00 p.m. at the recipient's principal place of business. "Business day" means Monday–Friday excluding federal holidays in the recipient's principal place of business. If file size limits prevent delivery, service is effective when a download link to the Covered Papers (and a short Notice identifying them) is successfully transmitted without bounce. Evidence. Server logs and Platform logs showing successful transmission are prima facie evidence of service. Backup Copy (Courtesy). As a courtesy (not a condition of effectiveness), the sender will dispatch a hard copy by reputable overnight courier within two (2) business days. Recipient Duties. Each party must maintain current Notice emails under Section 23, monitor spam filters, and promptly update contact details; failure to do so will not invalidate service properly sent to the last provided addresses. No General Consent. This Section does not constitute consent to email service for initiation of a civil action on the merits in court; ordinary service rules apply unless otherwise agreed or ordered. International Matters. This Section does not waive rights or obligations under the Hague Service Convention or similar treaties; email service outside the United States is permitted only to the extent allowed by applicable law or tribunal order. Government/Regulatory. Nothing herein limits service by or to government agencies where a specific method is prescribed by law. Confirmation. Upon request, the recipient will acknowledge receipt by reply email within one (1) business day; lack of acknowledgment does not invalidate otherwise effective service.

23C) Job-Level Electronic Signatures; Acceptance of Current Terms

Each click on 'Accept Job,' shift confirmation, timeclock action, or in-app acknowledgment of SOPs constitutes Vendor’s and/or Personnel’s electronic signature on the Job-specific terms and an affirmation that Vendor accepts the then-current Vendor Terms identified in the modal (showing version and last-updated date). The 'Accept Job' UI will state that clicking constitutes acceptance of the current Vendor Terms; Vendor agrees it is responsible for reviewing updates prior to acceptance.

23D) Counterparts; Originals; Admissibility

Electronic copies, click-through logs, and PDF exports are deemed originals and are admissible to the same extent as wet-ink signatures. The parties waive any objection to the authenticity of electronic records solely because they are in electronic form.

23E) Authorized Representative

Vendor represents that any user who accepts on Vendor’s behalf is an authorized representative with authority to bind Vendor, and Vendor is responsible for managing user access, roles, and credentials.

23F) Acceptance Audit Trail

Tectus may maintain acceptance logs (including timestamp, user ID, IP address, device/UA fingerprint, and agreement version/hash). Vendor agrees such records are prima facie evidence of acceptance.

23G) Copies to Personnel (Read-Only)

Tectus may display read-only copies of the Terms and applicable SOPs to Vendor’s Personnel for review and acknowledgment. Vendor remains responsible for Personnel compliance.

24) Changes to Terms

Tectus may modify these Terms from time to time. Updates take effect on the stated effective date when posted in the Platform with an updated version and 'Last Updated' date. For material changes, Tectus will provide reasonable advance Notice where practicable (e.g., in-app banner, modal, email) and may require a specific click-through acknowledgment before Vendor can accept new Jobs. Continued access to or use of the Platform on or after the effective date, or clicking 'Accept Job' after an update is posted, constitutes acceptance of the updated Terms. If Vendor does not agree to an update, Vendor must stop using the Platform and not accept further Jobs. Changes to the dispute resolution provisions will apply only prospectively and will not affect disputes that have already accrued when the change takes effect.

25) General

Entire agreement; severability; no waiver unless in writing; assignment by Vendor requires consent; Tectus may assign to affiliates or in connection with merger/sale. No third-party beneficiaries except as expressly stated (Additional Insureds/End Client insurance rights).

25A) Force Majeure (Including Public Health Emergencies)

Neither party is liable for delay or failure to perform (other than payment obligations already accrued) to the extent caused by a Force Majeure Event beyond its reasonable control, including: acts of God (e.g., flood, wildfire, hurricane, earthquake), epidemic or pandemic (including COVID-19 or similar), declared public-health emergency, quarantine or shelter-in-place order, widespread communicable disease outbreak, war, terrorism, civil unrest, riots, embargoes, changes in law or government orders, national or regional utility/telecom/Internet outages, cyberattacks not caused by the affected party’s failure to maintain reasonable security safeguards, or supply-chain failures directly attributable to any of the foregoing. The affected party must (a) provide prompt written Notice (and in any event within 48 hours after becoming aware) identifying the event and expected impact, (b) use diligent efforts to mitigate and implement commercially reasonable workarounds (including alternate personnel/providers or remote performance where lawful), and (c) resume performance as soon as practicable. Force Majeure does not include: lack of funds; general labor shortages; or strikes, lockouts, or other labor disputes limited to the affected party’s own workforce or subcontractors. If Vendor is affected, Tectus may reassign or cancel impacted Jobs without liability. If a Force Majeure Event continues for more than 15 consecutive days, Tectus may terminate the affected Job(s) or this Agreement for convenience on written Notice. Payment obligations for services actually performed and approved before the Force Majeure Event remain due in accordance with Section 13, subject to setoff/holds. Confidentiality, data security, insurance maintenance, non-circumvention, audit/records, and dispute-resolution provisions continue to apply during any Force Majeure Event.

25B) Severability & Judicial Reformation

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect. The invalid or unenforceable provision will be modified and enforced to the maximum extent permitted by law to effect the parties’ original intent (judicial reformation/blue-penciling). Without limiting the foregoing, the parties request that any overbroad time, scope, or liquidated damages terms be reduced to the maximum enforceable extent rather than voided.

26) Headings; Interpretation

Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation".

27) Labor, EEO, Anti-Harassment

Vendor will comply with all labor, equal opportunity, and anti-harassment laws/policies applicable to Personnel on Jobs.

28) Drug, Alcohol & Fitness for Duty (Including Fatigue)

Vendor will maintain and enforce a drug/alcohol and fitness-for-duty policy consistent with law and ensure Personnel are fit to perform Jobs. Personnel may not report to duty or remain on duty if impaired by alcohol, controlled substances, medications with sedating effects, illness, or fatigue/sleep deprivation. Tectus or the End Client may remove any Personnel who present signs of impairment or unsafe fatigue. Vendor will implement pre-shift screening (e.g., attestation or supervisor check) to identify impairment or fatigue consistent with Section 28A.

28A) Hours-of-Service (HOS) & Rest Requirements

(a) Non-Driving Roles: Unless Job details or law set stricter limits, each Person may work no more than: (i) 12 hours in any rolling 24-hour period; (ii) 60 hours in any rolling 7-day period; with (iii) at least 10 consecutive hours off between shifts; and (iv) a 30-minute rest break for every 6 consecutive hours on duty. (b) Driving/Escort/Transport: Regardless of vehicle weight or DOT applicability, when a Job involves driving, Personnel may not exceed: (i) 11 hours of driving within a 14-hour duty window following 10 consecutive hours off; (ii) a 30-minute break after 8 cumulative hours of driving; and (iii) 60 hours on duty in 7 days (or 70 in 8 days) unless a stricter limit is stated by law or Job details. Where DOT rules legally apply, Personnel must comply with DOT HOS and any required logs. (c) Consecutive Days: No more than 6 consecutive days without at least 24 consecutive hours off, unless a declared emergency is approved in writing by Tectus; in no event may driving exceed applicable HOS limits. (d) Observation & Relief: If fatigue is observed or reported mid-shift, Vendor will promptly relieve and replace the affected Person. (e) Records: Vendor will retain duty-time and rest records for 12 months and produce them on request.

28B) Secondary Employment; Double-Shift Controls

Vendor will implement reasonable measures to prevent fatigue from double-shifts or work performed for other employers. Prior to assignment, Personnel will attest whether they have worked in the preceding 10 hours and disclose other scheduled duty in the next 10 hours. Vendor will schedule so that the HOS limits in Section 28A are not exceeded when combined with other known employment. If an attestation or observation indicates likely fatigue or an HOS exceedance, the Personnel will not be assigned or will be removed and replaced.

29) Work Authorization

Vendor represents that Personnel assigned to Jobs are legally authorized to work in the jurisdiction where services are performed and that Vendor complies with applicable verification laws.

30) Data Retention & Location

Vendor will not transfer Platform or End Client data outside the country of collection unless compliant with applicable law and contractual requirements. Retain per Sections 11C and 15A.

31) End Client as Third-Party Beneficiary (Insurance Only)

Where named as Additional Insured in Job details, the End Client is a third-party beneficiary solely with respect to insurance provisions.

32) Onsite Access & Badging

Vendor will comply with End Client access control and badging procedures and return/disable access upon Job completion (see Section 21A).

33) Pricing Confidentiality; No Reverse Engineering

Vendor will keep Tectus pricing, markups, fees, algorithms, and payout structures confidential and will not attempt to reverse engineer or disclose them.

33A) Limited Non-Solicitation

During the term and for 12 months thereafter, Vendor will not solicit for employment or engagement any employee of Tectus or knowingly induce another participating vendor to cease doing business with Tectus; general solicitations not directed at such persons are permitted.

34) Government Flow-Down (If Applicable)

For Jobs under public-sector contracts, applicable flow-down terms will be posted in the Job details and are incorporated by reference and control for that Job.

35) Health & Safety; PPE

Vendor will furnish and ensure proper use of PPE, perform hazard assessments, and comply with OSHA/State OSHA or equivalent safety requirements.

36) Incident Escalation Protocol

In emergencies, call local authorities first, then notify End Client site contacts, then Tectus through designated channels. Follow SOPs for notification order where specified.

37) Work Product; Reports

Daily activity logs, incident reports, and footage generated for a Job are owned by Tectus or the End Client (as specified in Job details). Vendor retains copies only as required by law or Section 11C and may not use for other purposes without written consent.

38) Public Statements; Anti-Defamation (Non-Disparagement)
During the Term and for twelve (12) months thereafter, Vendor will not make, publish, republish, or cause to be published any public statement (including social media posts, online reviews/ratings, blogs, forums, or mass emails) about Tectus, its affiliates, End Clients, or their personnel or services that Vendor knows to be false or makes with reckless disregard for whether it is true or false, including statements that are materially misleading because they omit facts necessary to make the statement, taken as a whole, not misleading. Vendor will not knowingly amplify, endorse, or republish third-party content that Vendor knows, or recklessly disregards, is false or materially misleading.

Safe Harbors. Nothing in this Section prohibits: (a) opinions clearly identified as opinion that do not imply undisclosed false facts; (b) truthful statements required by law, subpoena, or a government investigation; (c) good-faith reports to law enforcement or regulators; (d) testimony or filings in arbitration or court; or (e) communications protected by applicable whistleblower, labor, or anti-retaliation laws.

38A) Retraction/Takedown

(a) Retraction/Takedown. Upon written Notice from Tectus identifying a non-compliant public statement under Section 38, Vendor will promptly (and in any event within two (2) business days) remove or correct the statement in substantially the same forum and manner, and issue a clarification or retraction if reasonably requested. Failure to cure is a material breach and Tectus may seek injunctive relief under Section 22A and setoff under Section 13.

39) Public Communications; Media

Vendor will not issue press releases or speak to media about a Job or End Client without Tectus’s prior written approval, except where legally required.

40) Survival

Sections that by their nature should survive (including 5–6, 8–12, 12A, 12C–12D, 13–15D, 16–19, 20–22B, 23–25B, 27–39, 41–42) will survive termination.

41) Insurance Review Disclaimer

Any review or acceptance of Vendor insurance documents by Tectus does not constitute a waiver of requirements or an assumption of risk and shall not reduce Vendor’s obligations.

42) Claims Limitation Period

To the maximum extent permitted by law, each party’s claim arising out of or relating to these Terms must be filed within two (2) years after the claim accrues. This limitation does not apply where prohibited by law (including non-waivable statutory rights) and does not limit either party’s claims for confidentiality, IP, fees due, or indemnification.