Version 1.1 | Effective July 17, 2026 | Guardian Score, LLC, a Virginia limited liability company
These Terms of Service and End User License Agreement (this "Agreement") govern access to and use of the Guardian Score community feedback software platform and related services. This Agreement is entered into between Guardian Score, LLC ("Guardian Score," "we," "us"), with its principal place of business at 44679 Endicott Drive, Suite 300, #551, Ashburn, VA 20147, and the agency, institution, or entity that accesses or uses the Services ("Customer," "you"). By executing an Order that references this Agreement, purchasing the Services through an authorized reseller or cooperative purchasing contract, or accessing or using the Services, Customer agrees to be bound by this Agreement.
1. Definitions
1.1 "Platform" means Guardian Score's hosted software-as-a-service application, including its survey infrastructure, dashboards, analytics, reports, and any updates made available to Customer.
1.2 "Services" means the Platform together with related services described in an Order, including custom Interaction Card design, printing and delivery of Interaction Cards, onboarding, and training.
1.3 "Interaction Cards" means physical cards bearing Customer's design on the front and a Guardian Score one-time-use QR code on the reverse, through which Respondents access the survey.
1.4 "Order" means a proposal, order form, statement of work, participating addendum order, or purchase order executed by or on behalf of Customer that references or incorporates this Agreement.
1.5 "Authorized Users" means Customer's employees and agents authorized by Customer to access the Platform under Customer's subscription.
1.6 "Respondents" means members of the public who voluntarily complete a Guardian Score survey.
1.7 "Customer Data" means survey responses, feedback, and other data submitted to or collected through the Platform in connection with Customer's use of the Services, together with analyses of such data produced for Customer within the Platform.
1.8 "Pilot" means a free trial or pilot program subscription identified as such in the applicable Order, provided at no charge or at a nominal charge for an evaluation period.
2. License Grant and Restrictions
2.1 License. Subject to this Agreement and the applicable Order, Guardian Score grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term for Authorized Users to access and use the Platform for Customer's internal governmental or institutional purposes.
2.2 Restrictions. Customer will not, and will not permit any person to: (a) sell, resell, rent, lease, or provide the Services to any third party except Authorized Users; (b) reverse engineer, decompile, or attempt to derive the source code of the Platform except to the extent permitted by law; (c) copy, modify, or create derivative works of the Platform; (d) circumvent or interfere with security or access controls, or probe or scan the Platform other than through interfaces provided by Guardian Score; (e) use the Services to develop a competing product; or (f) use the Services in violation of applicable law.
3. Nature of the Services; No Personnel Decisions
3.1 Advisory Metrics Only. The Services provide aggregated community feedback and procedural justice metrics for organizational awareness, training, and service improvement. Outputs of the Platform are statistical in nature, depend on voluntary Respondent participation, and may contain errors, sampling bias, or incomplete information. All Platform outputs are advisory only.
3.2 Customer Responsibility. Customer is solely responsible for all employment, disciplinary, promotional, assignment, and operational decisions concerning its personnel. Guardian Score does not conduct investigations, does not adjudicate complaints, and does not make or recommend personnel decisions. Customer will not rely on the Services as the sole basis for any adverse action against any individual.
3.3 Not a Complaint Tool. The Services are not, and will not be used or advertised by either party as, a police complaint intake tool, and are not a substitute for any statutory, regulatory, or departmental citizen complaint process.
3.4 Misuse. Guardian Score will not be liable for any misuse of the Services by Customer personnel or by Respondents.
3.5 Deployment. Customer's chief executive or designee determines the deployment of Interaction Cards within the community.
4. Respondent Participation and Consent
4.1 Voluntary and Anonymous. Respondent participation is voluntary. Surveys are accessed through one-time-use QR codes and are designed to be completed anonymously; Guardian Score does not require Respondents to provide identifying information, and any contact information a Respondent chooses to provide is supplied voluntarily.
4.2 Notice. The survey presents Respondents with a notice describing the voluntary nature of participation and how responses are used before responses are submitted, including that de-identified responses may be publicly showcased where Customer has enabled sharing under Section 5.5. Customer will not represent the survey to the public as anything other than a voluntary feedback instrument.
5. Customer Data
5.1 Ownership. As between the parties, all Customer Data is and remains the property of Customer.
5.2 License to Guardian Score. Customer grants Guardian Score a non-exclusive license to host, process, transmit, display, and analyze Customer Data to provide the Services, and to use Customer Data for Guardian Score's internal purposes of testing, maintaining, and improving its software and products. Except as permitted in Section 5.3 and Section 5.5, Guardian Score will not publish Customer Data or use it in any other manner without Customer's prior written permission. This Section survives termination of this Agreement.
5.3 Aggregated Data. Guardian Score may create and use aggregated or de-identified data that does not identify Customer, any Authorized User, any officer, or any Respondent, for benchmarking, research, and product improvement.
5.4 Return and Deletion of Data. Upon termination or expiration, Guardian Score will furnish Customer with a copy of Customer Data upon request made within thirty (30) days, will delete Customer Data from its production systems within ninety (90) days after termination or expiration, and will certify such deletion upon Customer's request. Customer is not entitled to continued access to the Platform after termination.
5.5 Optional Data Sharing and Public Transparency. Customer may, at its option and at any level of granularity it selects, enable sharing of Customer Data for one or more of the following purposes: (a) public transparency dashboards and community reports published through the Platform, with Customer identified as the publishing party; (b) Guardian Score case studies and marketing materials, including Guardian Score's website and social media; and (c) display of individual survey comments on Guardian Score's website with Respondent-identifying information removed, and with officer names included only as Customer permits. No sharing under this Section occurs unless and until Customer enables it under Section 5.6.
5.6 Consent Mechanism. Sharing under Section 5.5 is authorized by either (a) written or emailed consent of Customer's chief executive or designee, or (b) an Authorized User with administrative privileges enabling the applicable sharing settings within the Platform. The Platform logs the enabling user, date, and scope of each sharing setting, and such logged settings constitute Customer's written consent. Customer may revoke any sharing consent prospectively at any time; Guardian Score will cease new publication within ten (10) business days of revocation, but is not obligated to retract materials already published while consent was in effect.
5.7 Testimonials. Guardian Score will obtain the individual's consent before using any testimonial attributed to an identified individual, and the consent of Customer's chief executive or designee where the individual provides the testimonial in an official capacity.
6. Customer Responsibilities
6.1 Credentials. Customer is responsible for maintaining the confidentiality of Authorized User credentials and for all activity under its accounts, and will notify Guardian Score promptly of any suspected unauthorized access.
6.2 Lawful Deployment. Customer is responsible for deploying the Services in accordance with applicable law and Customer's own policies, and represents that it has the authority to conduct community feedback activities using the Services.
6.3 No Coercion. Customer will not require, coerce, or incentivize Respondents to complete surveys or to provide favorable responses.
6.4 Data Scope. The Services are not designed or intended for regulated criminal justice data. Customer will not submit to the Platform: criminal justice information subject to the FBI CJIS Security Policy, criminal history record information, investigative case files, protected health information, or payment card data.
6.5 Accuracy. Customer is responsible for the accuracy of officer rosters, card-front designs, and other materials it provides for the Services.
7. Public Records
Customer may be subject to freedom of information, public records, or similar laws. Requests for records received by Guardian Score that pertain to Customer Data will be directed to Customer, and Guardian Score will reasonably cooperate with Customer in responding, at Customer's expense. Nothing in this Agreement prevents either party from disclosing information as required by law, provided the disclosing party gives the other prompt notice where legally permitted.
8. Confidentiality
Each party will protect the other party's non-public information with at least the same care it uses for its own similar information, and no less than reasonable care, and will use such information only to perform under this Agreement. Guardian Score will treat Customer Data as Customer's confidential information and will not make it public in any manner except as permitted under Section 5. Unauthorized release of Customer Data by Guardian Score or its employees, agents, or vendors may cause irreparable harm, entitling Customer to seek injunctive relief in addition to other remedies, subject to Section 16. This Section survives termination.
9. Security; Availability; Incident Notification
9.1 Safeguards. Guardian Score will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, including encryption of data in transit, access controls, and least-privilege access practices.
9.2 Availability. Guardian Score will use commercially reasonable efforts to make the Platform available twenty-four (24) hours a day, seven (7) days a week, excluding scheduled maintenance and events beyond Guardian Score's reasonable control.
9.3 Notification. Guardian Score will notify Customer without undue delay, and in any event within seventy-two (72) hours, after confirming a breach of security leading to unauthorized access to or disclosure of unencrypted Customer Data, and will provide information reasonably available to assist Customer in meeting its own notification obligations.
10. Support; Updates; Subcontractors
10.1 Updates. As Guardian Score releases new versions of the Platform, the newest version will be made available to Customer at no additional cost during the subscription term.
10.2 Onboarding. Guardian Score will provide onboarding support and orientation for Customer's leadership team as described in the applicable Order, with follow-up support as reasonably needed.
10.3 Subcontractors. Guardian Score may use subcontractors, including printing and shipping vendors for Interaction Cards, and remains responsible for its subcontractors' compliance with the confidentiality and data obligations of this Agreement.
11. Fees; Non-Appropriation
11.1 Fees. Fees, user counts, card quantities, and service periods are stated in the applicable Order. Where the Services are purchased through an authorized reseller or a cooperative purchasing contract, pricing, invoicing, and payment terms are governed by the applicable reseller or cooperative agreement. Fees are exclusive of taxes; Customer is responsible for applicable taxes other than taxes on Guardian Score's income, except to the extent Customer is tax-exempt.
11.2 Non-Appropriation. If Customer is a government entity and sufficient funds are not appropriated or otherwise made available for a subsequent fiscal period, Customer may terminate the affected Order without penalty upon written notice, and Guardian Score will refund any prepaid fees for the unused portion of the subscription term on a pro-rata basis.
12. Free Trials and Pilot Programs
12.1 Scope. Pilot scope, duration, user counts, and card quantities are stated in the applicable Order. Guardian Score may decline to expand Pilot scope beyond what the Order states.
12.2 Pilot Terms. During a Pilot, the Platform is provided "AS IS" without the warranty stated in Section 15, and Guardian Score's total aggregate liability arising out of the Pilot is limited to five thousand dollars ($5,000), except that Section 16.3 continues to apply. Either party may terminate a Pilot upon ten (10) days' written notice.
12.3 Protections Apply. Sections 5 (Customer Data), 7 (Public Records), 8 (Confidentiality), and 9 (Security; Availability; Incident Notification) apply fully during Pilots.
12.4 Conversion. Conversion from a Pilot to a paid subscription requires a new Order.
13. Term; Suspension; Termination
13.1 Term. This Agreement applies for as long as an Order is in effect. Each subscription runs for the service period stated in the applicable Order.
13.2 Termination for Convenience. Unless the applicable Order states otherwise, either party may terminate an Order upon thirty (30) days' written notice to the other party. Except as provided in Section 11.2 or required by law, Guardian Score does not refund prepaid fees for the current service period upon termination for convenience.
13.3 Termination for Cause. Either party may terminate this Agreement or an Order if the other party materially breaches and fails to cure within thirty (30) days after written notice. If Customer terminates for Guardian Score's uncured material breach, Guardian Score will refund prepaid fees for the unused portion of the subscription term on a pro-rata basis.
13.4 Suspension. Guardian Score may suspend access to the Platform to address a genuine security risk or unlawful use, with notice to Customer and restoration as promptly as practicable.
13.5 Effect of Termination; Survival. Termination does not terminate any definitive agreement executed between the parties before the termination date. Sections 3, 5, 7, 8, 14, 16, 17, 20, and 21 survive termination. Data return and deletion are governed by Section 5.4.
14. Intellectual Property
Guardian Score and its licensors own all right, title, and interest in the Platform, the Services, Guardian Score's QR code and card designs (excluding Customer's marks and card-front designs), scoring methodologies, analytics models, documentation, and all improvements, and no rights are granted except as expressly stated. Customer grants Guardian Score a limited license to use Customer's name, marks, and card-front designs solely to produce Interaction Cards and provide the Services. If Customer provides suggestions or feedback about the Services, Guardian Score may use them without restriction or obligation.
15. Warranties; Disclaimer
Guardian Score warrants that it will provide the Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS," AND GUARDIAN SCORE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
16. Limitation of Liability
16.1 Neither party will be liable under this Agreement or any Order for consequential, indirect, special, incidental, or punitive damages (including lost profits or savings) for any cause of action, whether in contract, tort, or otherwise, even if the party was or should have been aware of the possibility of such damages.
16.2 EXCEPT AS STATED IN SECTIONS 16.3 AND 16.4, EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR (B) TEN THOUSAND DOLLARS ($10,000).
16.3 FOR GUARDIAN SCORE'S BREACH OF SECTION 8 (CONFIDENTIALITY) OR SECTION 9 (SECURITY; AVAILABILITY; INCIDENT NOTIFICATION), GUARDIAN SCORE'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF (A) TWO TIMES (2×) THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED THOUSAND DOLLARS ($100,000).
16.4 The limitations in this Section do not apply to a party's gross negligence or willful misconduct, or to Customer's breach of Section 2 (License Grant and Restrictions).
17. Indemnification
17.1 By Guardian Score. Guardian Score will defend Customer against any third-party claim alleging that the Platform, as provided by Guardian Score and used as permitted, infringes a United States patent, copyright, or trademark, and will indemnify Customer for damages finally awarded on such claim, provided Customer promptly notifies Guardian Score and permits Guardian Score to control the defense. This obligation does not apply to claims arising from: (a) combination of the Platform with products or services not provided by Guardian Score; (b) modification of the Platform by anyone other than Guardian Score; (c) continued use after Guardian Score notifies Customer to cease use due to an infringement claim; or (d) use of the Platform in violation of this Agreement.
17.2 Remedies. If the Platform is, or in Guardian Score's opinion is likely to become, the subject of an infringement claim, Guardian Score may at its option and expense: (a) procure the right for Customer to continue using the Platform; (b) modify or replace the Platform so it becomes non-infringing without material loss of functionality; or (c) terminate the affected Order and refund prepaid fees for the unused portion of the subscription term on a pro-rata basis. This Section states Customer's exclusive remedy for infringement claims.
17.3 By Customer. To the extent permitted by applicable law and without waiver of sovereign immunity, Customer is responsible for claims arising from Customer's deployment decisions, Customer's personnel actions, and Customer's use of the Services in violation of this Agreement. Nothing in this Agreement requires a government Customer to provide indemnification prohibited by the constitution or laws applicable to it.
18. Insurance
Guardian Score maintains commercial general liability, professional liability (technology errors and omissions), and cyber liability insurance appropriate to the Services, and will provide certificates of insurance, including additional insured endorsements where required, upon Customer's reasonable request.
19. Government Customers; Cooperative Purchasing; Order of Precedence
Where Customer purchases the Services under a cooperative purchasing master agreement, including NASPO ValuePoint Cloud and Software Solutions Master Agreement LS4983, or under a state Participating Addendum, the terms of that master agreement and Participating Addendum control over any conflicting term of this Agreement, and the order of precedence established in the master agreement applies. Nothing in this Agreement is intended to supersede terms that a government Customer is required by law to include, and any term of this Agreement that is unenforceable against a government Customer under applicable law is deemed modified to the minimum extent necessary.
20. Governing Law
This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict of laws principles, except that where Customer is a state or local government entity or public institution, this Agreement is governed by the laws of the state in which Customer is located, and venue lies in the courts of competent jurisdiction of that state to the extent required by applicable law.
21. General
21.1 Notices. Notices must be in writing and are deemed delivered upon proof of delivery of a confirmed email or of mailing. Notices to Guardian Score: Guardian Score, LLC, Attn: Mohammed Kassem, 44679 Endicott Drive, Suite 300, #551, Ashburn, VA 20147; services@guardianscore.com. Notices to Customer: the contact identified in the applicable Order.
21.2 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except Guardian Score may assign it in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to Customer.
21.3 Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.
21.4 Independent Contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, or agency relationship.
21.5 Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect. Failure to enforce a provision is not a waiver.
21.6 Amendment. Guardian Score may update this Agreement from time to time by posting a revised version with a new version number and effective date. For subscriptions then in effect, material changes take effect upon the Customer's next renewal unless the parties agree otherwise in writing. An executed Order controls over this Agreement to the extent of any conflict, and Section 19 controls over both where it applies.
21.7 Entire Agreement. This Agreement, together with the applicable Order and any documents incorporated by reference, constitutes the entire agreement between the parties regarding the Services and supersedes prior proposals and discussions on that subject.