Terms of Service

These Terms of Service (these “Terms”) are entered into between Rakshan AI Inc., a Delaware corporation operating the Guard0 platform (“Guard0,” “we,” “us,” or “our”), and you or the organization on whose behalf you are accepting these Terms (“Customer,” “you,” or “your”).

These Terms, together with Guard0's End-User License Agreement available at https://guard0.ai/eula (the “EULA”), Guard0's Privacy Policy available at https://guard0.ai/privacy (the “Privacy Policy”), and Guard0's Acceptable Use Policy available at https://guard0.ai/acceptable-use (the “AUP”), constitute the entire agreement between you and Guard0 concerning your access to and use of the Guard0 platform and services (collectively, the “Service”) and supersede all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral.

By creating an account, accessing, or using the Service in any manner, you acknowledge that you have read these Terms, the EULA, the Privacy Policy, and the AUP, that you understand and agree to be bound by them, and that you have the authority to bind yourself or the organization you represent. If you do not agree to these Terms, do not create an account or use the Service.

1. Definitions

As used in these Terms, the following terms shall have the meanings ascribed below:

• “Account” means a unique account created for Customer or an authorized user of Customer to access and use the Service.
• “Activation Date” means the date on which Customer first accesses the Service through an Account.
• “Customer Data” means all electronic data, information, and materials submitted by or on behalf of Customer to the Service, including but not limited to security configurations, analysis results, and any other data or content in any form or media that is uploaded to, stored in, or processed by the Service.
• “Documentation” means Guard0's user guides, technical documentation, FAQs, and other written materials describing the features and operation of the Service, made available by Guard0.
• “Enterprise Tier” means the subscription tier for larger organizations with custom features, dedicated support, and terms negotiated separately in an enterprise agreement.
• “Fee” or “Fees” means the recurring subscription fees or one-time charges due for paid subscription tiers, as set forth on the applicable pricing page or order form.
• “Free Tier” means the non-paid version of the Service with limited features, usage restrictions, and no service level agreement.
• “Platform” means the Guard0 AI Security Posture Management (AI-SPM) platform, including all software, applications, interfaces, data, and services provided by Guard0.
• “Service” means the Guard0 Platform and all related services, features, content, and support provided by Guard0, including all updates, modifications, and new versions.
• “Stripe” means Stripe, Inc., the third-party payment processor used by Guard0 to process subscription payments.
• “Subscription” means a paid subscription to the Team Tier or Enterprise Tier of the Service, with recurring billing for the selected subscription period.
• “Subscription Period” means the billing period for a Subscription (e.g., monthly or annual), as selected by Customer at the time of subscription.
• “Team Tier” means the paid subscription tier with defined features, user seats, and support options.
• “User” means any individual who accesses or uses the Service on behalf of Customer, including Customer's employees, contractors, and authorized representatives.

2. Acceptance of Terms and Modifications

2.1 Binding Agreement. By creating an Account, accessing the Service, or otherwise using any part of the Guard0 Platform, you agree to be bound by these Terms. If you are acting on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2.2 Modification of Terms. Guard0 may modify these Terms at any time. If the modification is material, Guard0 will provide you with written notice (via email to the address associated with your Account or by prominent notice on the Platform) at least thirty (30) days prior to the modification becoming effective. Continued use of the Service after the thirty-day notice period constitutes your acceptance of the modified Terms. If you do not agree to the modifications, your sole remedy is to terminate your Account and cease using the Service, which must occur before the effective date of the modification. For Enterprise Tier customers, material modifications may be subject to the termination provisions of the separate enterprise agreement.

3. Account Registration and Eligibility

3.1 Eligibility. You may only create an Account and use the Service if you are at least eighteen (18) years old and capable of entering into a binding contract. If you are registering on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.

3.2 Account Registration. To create an Account, you must provide accurate, current, and complete information as requested during the registration process. You are responsible for maintaining the confidentiality of your Account login credentials and for all activities that occur under your Account. You agree to notify Guard0 immediately of any unauthorized use of your Account or any other breach of security by contacting security@guard0.ai.

3.3 Account Security. You are solely responsible for maintaining the security of your Account, including the safekeeping of your login credentials. Guard0 is not liable for any loss or damage resulting from your failure to maintain Account security or from unauthorized access to your Account. You agree to log out of your Account at the end of each session, especially when using a shared or public device.

3.4 Organizational Accounts. If you are creating an Account on behalf of an organization, you represent that you have the authority to do so and to bind the organization to these Terms. The organization will be considered the “Customer” for purposes of these Terms, and all organizational Users accessing the Account must comply with these Terms.

3.5 Account Information. You agree to keep your Account information current and accurate. You shall promptly update any changes to your contact information, billing address, or other Account details through the Account settings in the Service or by contacting Guard0 at legal@guard0.ai.

4. Service Description and Subscription Tiers

4.1 Service Overview. The Guard0 Service is an AI Security Posture Management platform designed to help organizations assess, monitor, and improve their security posture. The Service provides security analysis, threat assessment, compliance monitoring, and related features as described in the Documentation.

4.2 Free Tier. The Free Tier is a non-paid version of the Service made available to users at Guard0's discretion. The Free Tier includes limited features and functionality as described on the Platform.

4.2.1 Users of the Free Tier acknowledge and agree that:

• Access to the Free Tier is provided on an “as is” basis with no warranty, service level agreement, or guarantee of availability;
• Usage limits apply to the Free Tier, which may include, without limitation, limitations on the number of analyses, data storage, API calls, or other usage metrics;
• Guard0 may modify, limit, suspend, or discontinue the Free Tier or any of its features at any time, in its sole discretion, with or without notice;
• Guard0 is under no obligation to maintain, support, or provide updates to the Free Tier;
• Free Tier users have no right to any priority support.

4.2.2 Data retention on the Free Tier is limited, and Guard0 may delete Customer Data on the Free Tier with or without notice at any time in its sole discretion.

4.3 Team Tier. The Team Tier is a paid subscription offering with defined features, user seat allocations, and support options as described in the applicable pricing page and Documentation. Team Tier subscriptions are billed on a recurring monthly or annual basis at the Fees listed on the pricing page.

4.3.1 Team Tier includes standard support during Guard0's normal business hours via email. Response times and support commitments are as described in the Documentation.

4.3.2 Team Tier users are entitled to an uptime service level commitment as described in the separate Service Level Agreement (SLA), available at https://guard0.ai/sla or upon request.

4.4 Enterprise Tier. The Enterprise Tier is available to larger organizations and includes custom features, dedicated support, custom integrations, and terms negotiated separately in a written enterprise agreement signed by authorized representatives of both parties. Enterprise customers are not subject to standard pricing or the general terms in Section 4.3, except to the extent expressly stated in their separate enterprise agreement.

4.5 Feature Availability. Guard0 reserves the right to modify, add, remove, or discontinue features or functionality of the Service, except that material modifications affecting paid subscription tiers will be subject to the modification notice provisions in Section 2.2. Guard0 will use commercially reasonable efforts to provide notice of feature discontinuations affecting paid tiers.

5. Fees, Payment, and Billing

5.1 Subscription Fees. For Team Tier and Enterprise Tier subscriptions, Guard0 charges recurring Fees as set forth on the applicable pricing page or order form. All Fees are stated and will be billed in United States Dollars (USD), exclusive of sales, use, value-added, and other taxes (see Section 5.7). Fees for the Free Tier are zero dollars.

5.2 Billing Cycles and Auto-Renewal.

5.2.1 Subscriptions to the Team Tier and Enterprise Tier are on a recurring basis, automatically renewing for successive Subscription Periods (monthly, annual, or as selected by Customer at signup) unless and until Customer cancels the Subscription or Guard0 terminates the Account.

5.2.2 By subscribing to the Team Tier or Enterprise Tier, Customer expressly authorizes Guard0 and Stripe to charge the payment method on file on a recurring basis at the beginning of each Subscription Period. Customer acknowledges that Subscriptions auto-renew and that charges will continue to be assessed unless the Subscription is cancelled.

5.2.3 PLEASE NOTE: IF YOU DO NOT WISH TO BE CHARGED FOR THE NEXT SUBSCRIPTION PERIOD, YOU MUST CANCEL YOUR SUBSCRIPTION BEFORE THE RENEWAL DATE. Cancellation must be made through your Account settings or by emailing legal@guard0.ai. Cancellation is effective at the end of the then-current Subscription Period, and you will not be charged for the next period.

5.3 California Auto-Renewal Compliance (Business & Professions Code §17600-17606). As required by California law, you are provided with the following additional disclosures for all Subscriptions:

5.3.1 Terms of the Automatic Renewal: Subscription automatically renews for successive Subscription Periods unless cancelled. Charges recur on each renewal date.

5.3.2 Cancellation Policy: You may cancel your Subscription at any time by logging into your Account and selecting “Cancel Subscription” or by sending a cancellation request to legal@guard0.ai. Cancellation is effective at the end of the current billing period.

5.3.3 Refund Policy: Cancellations made within 30 calendar days of Activation Date are eligible for a full refund of Subscription Fees for the initial Subscription Period. For cancellations made after 30 days, no refund of Fees for the current Subscription Period is provided, but you will not be charged for the next period upon cancellation. See Section 5.8 for details.

5.3.4 Reminder Before Billing: Guard0 will send you a reminder at least seven (7) days before each renewal date indicating the Subscription will renew and the amount to be charged.

5.3.5 Clear and Conspicuous Acknowledgment: By clicking “Subscribe” or similar affirmative action, you acknowledge that you understand the Subscription auto-renews and authorize the recurring charges.

5.4 Price Changes. Guard0 may change the Fees for your Subscription with thirty (30) days' written notice to the email address associated with your Account. Price increases will take effect at the beginning of your next Subscription Period following the thirty-day notice period. If you do not accept the price increase, you must cancel your Subscription before the price change takes effect; failure to cancel constitutes your acceptance of the new Fees. Price decreases will apply immediately and are in Guard0's sole discretion.

5.5 Payment Processing via Stripe. All payments are processed by Stripe, Inc., a third-party payment processor. By providing payment information, you authorize Stripe to charge the payment method you designate. Stripe's privacy and security practices are governed by Stripe's terms of service and privacy policy, available at https://stripe.com/legal. You agree to comply with Stripe's acceptable use policy and any other terms imposed by Stripe.

5.6 Failed Payments and Account Suspension. If a Subscription payment fails, Guard0 will make reasonable attempts to collect the outstanding payment using the payment method on file. If payment is not received within seven (7) days of the failed payment attempt (the “Grace Period”), Guard0 may suspend access to the Service until payment is received. Accounts suspended due to non-payment may be reactivated upon receipt of payment plus any applicable late fees.

5.7 Taxes. All Fees are exclusive of applicable sales tax, value-added tax, goods and services tax, and similar taxes (collectively, “Taxes”). You are responsible for all Taxes associated with your use of the Service, except Taxes based on Guard0's net income or property. If applicable law requires Guard0 to collect Taxes, Guard0 will invoice you for such Taxes, and you agree to pay them. You may be required to provide a tax identification number or exemption certificate if applicable in your jurisdiction.

5.8 Refund Policy.

5.8.1 For Subscriptions with auto-renewal: If you cancel your Subscription within thirty (30) calendar days of your Activation Date, you will receive a full refund of all Fees paid for the first Subscription Period. Refund requests must be submitted to legal@guard0.ai.

5.8.2 For Subscriptions cancelled after the initial 30-day period: No refund of Fees for the current Subscription Period will be issued. However, you will not be charged for any subsequent Subscription Period following cancellation.

5.8.3 For annual Subscriptions converted to monthly or vice versa mid-term: Fees will be prorated based on the number of days in the current period, and any excess will be credited to your Account as a store credit or refunded at Guard0's discretion.

5.8.4 No refunds are provided for partial months or for unused features.

5.8.5 Refund requests must be made within thirty (30) days of the transaction date. Guard0 is not responsible for refunds requested after thirty (30) days.

5.9 Invoicing. For Team Tier Subscriptions, Guard0 will provide an invoice via email at the beginning of each billing cycle or upon request. For Enterprise Tier customers, invoicing is as specified in the separate enterprise agreement.

6. Free Tier Specific Terms

6.1 Provided “As Is.” The Free Tier is provided to you on an “as is” basis without any warranty, representation, or guarantee of any kind. Guard0 disclaims all warranties with respect to the Free Tier, express, implied, or statutory.

6.2 No Service Level Agreement. There is no service level agreement, uptime guarantee, or availability commitment for the Free Tier. The Service may be unavailable for maintenance, upgrades, or other reasons without notice.

6.3 Usage Limits. The Free Tier is subject to usage limits, which may include but are not limited to restrictions on the number of analyses, API calls, data storage, the number of Users, or other metrics. Guard0 may enforce these limits and suspend or throttle access if usage limits are exceeded.

6.4 Right to Modify or Discontinue. Guard0 reserves the right to modify, limit, suspend, or completely discontinue the Free Tier at any time in its sole discretion, with or without notice to you. If the Free Tier is discontinued, Guard0 will use commercially reasonable efforts to provide notice, but is under no obligation to do so.

6.5 Limited Support. Guard0 has no obligation to provide support, maintenance, or updates to the Free Tier. Free Tier users may have access to community forums or self-service documentation, but there is no guaranteed response time or support commitment.

6.6 Data Retention and Deletion. Customer Data on the Free Tier is not guaranteed to be retained. Guard0 may delete Customer Data on the Free Tier at any time without notice and without obligation to retain, back up, or recover such data.

7. Acceptable Use Policy

7.1 Compliance with AUP. Customer agrees to comply with Guard0's Acceptable Use Policy, available at https://guard0.ai/acceptable-use (the “AUP”). The AUP is incorporated into these Terms by reference. The AUP prohibits various unlawful and harmful uses of the Service, including but not limited to illegal activities, hacking, malware distribution, harassment, violation of third-party rights, and other misuse.

7.2 Violations. If Guard0 determines that Customer has violated the AUP or these Terms, Guard0 may, at its sole discretion, suspend or terminate Customer's Account and access to the Service without refund, and may pursue legal remedies.

8. Customer Data

8.1 Ownership of Customer Data. Customer retains all right, title, and interest in and to all Customer Data. Guard0 does not own, claim ownership of, or have any rights to Customer Data except as expressly granted in Section 8.2.

8.2 Limited License to Guard0. Customer grants Guard0 a limited, non-exclusive, worldwide, royalty-free license to access, use, store, and process Customer Data solely for the purpose of providing the Service, including to analyze, generate reports, and provide security insights. This license extends only to the extent necessary to deliver the features and functionality described in the Documentation.

8.3 Confidentiality of Customer Data. Guard0 agrees to maintain the confidentiality of Customer Data in accordance with the Privacy Policy and applicable law. Guard0 will not access, use, or disclose Customer Data except as necessary to provide the Service, comply with law, or protect rights or safety.

8.4 Data Processing. The processing of Customer Data is governed by Guard0's Privacy Policy available at https://guard0.ai/privacy and, if applicable, by a Data Processing Addendum (DPA). If you require a DPA, please contact privacy@guard0.ai.

8.5 Data Security. Guard0 will implement and maintain industry-standard security measures to protect Customer Data. However, Guard0 does not guarantee the security of Customer Data and is not liable for any unauthorized access, loss, or disclosure of Customer Data due to circumstances beyond Guard0's reasonable control, except to the extent caused by Guard0's gross negligence or willful misconduct.

8.6 Backup and Recovery. Customer is responsible for maintaining backups of Customer Data. While Guard0 maintains backups for disaster recovery purposes, Guard0 does not guarantee the availability of backup data and is not obligated to recover deleted data.

8.7 Use of Customer Data for Service Improvement. Guard0 may, at its discretion, use aggregated, anonymized, or de-identified data derived from Customer Data to improve the Service, train models, or conduct research, provided that such use does not identify Customer or disclose any confidential information.

9. Intellectual Property Rights

9.1 Guard0 Intellectual Property. Guard0 and its licensors retain all right, title, and interest in and to the Platform, including all software, code, algorithms, interfaces, documentation, designs, and other intellectual property (“Guard0 IP”). Customer receives only a limited, non-exclusive, non-transferable license to use Guard0 IP as part of the Service, subject to these Terms and the EULA.

9.2 Customer IP. Customer retains all right, title, and interest in Customer Data and any other materials or intellectual property provided by Customer. Guard0 claims no ownership of Customer IP except as expressly authorized in Section 8.2.

9.3 Feedback License. If Customer provides Guard0 with any feedback, suggestions, ideas, or recommendations regarding the Service (collectively, “Feedback”), Customer grants Guard0 an irrevocable, perpetual, worldwide, royalty-free, non-exclusive license to use, modify, and incorporate such Feedback into the Service or other Guard0 products and services without obligation or compensation to Customer.

9.4 Restrictions on Use. Customer may not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service, except as permitted by law. Customer may not modify, create derivative works of, or remove any proprietary notices or labels from the Service.

9.5 Third-Party IP. The Service may include third-party intellectual property. Use of third-party components is subject to the applicable third-party licenses, which are available in the Service or upon request.

10. Customer Reference and Logo Usage

10.1 Grant of Right. By creating an Account and using the Service, Customer grants Guard0 a limited, non-exclusive, worldwide, royalty-free license to use Customer's company name, logo, and likeness solely to identify Customer as a user of the Guard0 Service on Guard0's website, marketing materials, case studies, and client lists (the “Reference Rights”).

10.2 Limited Use. Guard0 agrees to use the Reference Rights only in a professional and respectful manner and only to identify Customer as a user of the Service. Guard0 will not use Customer's name, logo, or likeness to imply endorsement of Guard0's other products or services without separate written consent.

10.3 Opt-Out Right. Customer may opt out of the Reference Rights at any time by sending a written request to legal@guard0.ai specifying that Customer does not wish to be identified as a Guard0 customer. Guard0 will remove Customer's name, logo, and likeness from its website and publicly available marketing materials within thirty (30) days of receiving the opt-out request. Opt-out does not affect prior use of the Reference Rights.

10.4 Enterprise Customers. For Enterprise Tier customers, the use of Customer's name, logo, and likeness is subject to separate terms negotiated in the enterprise agreement.

11. Confidentiality

11.1 Definition of Confidential Information. “Confidential Information” means all non-public information disclosed by one party to the other, including trade secrets, business plans, technical information, and other proprietary materials, that is marked as confidential or should reasonably be understood to be confidential.

11.2 Obligations. Each party agrees to maintain the confidentiality of the other party's Confidential Information and to not disclose it to third parties without the disclosing party's prior written consent, except (a) to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations, (b) as required by law, regulation, or court order (with prior notice to the disclosing party to allow for challenge or protective order), or (c) to comply with a regulatory or law enforcement request.

11.3 Guard0's Confidentiality Regarding Customer Data. Guard0 specifically agrees to maintain the confidentiality of Customer Data in accordance with Section 8.3 and the Privacy Policy.

11.4 Exceptions. Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement, (b) is rightfully known to the receiving party prior to disclosure, (c) is rightfully received by the receiving party from a third party without confidentiality obligations, or (d) is independently developed by the receiving party without use of the Confidential Information.

12. Warranties and Disclaimers

12.1 Limited Warranty for Paid Tiers. Guard0 warrants that the Team Tier and Enterprise Tier of the Service will materially conform to the Documentation in all material respects. This is Guard0's sole warranty for paid tiers. Guard0's entire liability for breach of this warranty is limited to, at Guard0's option, either (a) correction of the non-conforming aspect of the Service, (b) credit toward future Fees, or (c) termination of the Subscription with a refund of prepaid Fees for the then-current Subscription Period.

12.2 Free Tier Disclaimer. THE FREE TIER IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GUARD0 DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO THE FREE TIER.

12.3 General Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.1, GUARD0 DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT (A) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, OR ERROR-FREE, (C) ERRORS WILL BE CORRECTED, OR (D) THE SERVICE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

12.4 Third-Party Services and Content. Guard0 does not warrant the performance or reliability of third-party services, integrations, or content provided through the Service. Use of third-party services is at Customer's sole risk.

13. Limitation of Liability

13.1 Limitation for Paid Tiers. IN NO EVENT SHALL GUARD0 BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE), EVEN IF GUARD0 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GUARD0'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO GUARD0 IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. IF CUSTOMER HAS NOT PAID ANY FEES (E.G., FOR A FREE TRIAL), GUARD0'S LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

13.2 Limitation for Free Tier. GUARD0'S AGGREGATE LIABILITY FOR THE FREE TIER SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100) IN ANY CASE.

13.3 Carve-Outs. The limitations in Sections 13.1 and 13.2 do not apply to (a) either party's indemnification obligations under Section 14, (b) either party's confidentiality obligations under Section 11, (c) Guard0's willful misconduct or gross negligence, (d) Customer's indemnification obligations, or (e) any liability that cannot be limited or excluded under applicable law.

13.4 Sole Remedy. The limitations and exclusions in this Section 13 are essential elements of the consideration for the Fees paid and the provision of the Service. If any limitation is found to be invalid, the parties agree that the foregoing limitation shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

14. Indemnification

14.1 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Guard0 and its officers, directors, employees, agents, and successors from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to (a) Customer Data, (b) Customer's use or misuse of the Service, (c) Customer's violation of these Terms or applicable law, (d) Customer's violation of any third-party rights, or (e) any act or omission by Customer or its Users.

14.2 Guard0 Indemnification. Guard0 shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, agents, and successors from and against any third-party claims that the Service or Guard0 IP, as provided by Guard0 and used in accordance with the Documentation, infringes any copyright, patent, trademark, or trade secret of any third party; provided that Guard0 is promptly notified of the claim, Customer provides reasonable cooperation, and Guard0 has sole control of the defense and settlement.

14.3 Remedies. If the Service is held to infringe a third-party right, Guard0 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 while providing materially equivalent functionality, or (c) if neither (a) nor (b) is commercially reasonable, terminate the Subscription and refund prepaid Fees for the then-current Subscription Period.

14.4 Conditions. Indemnification obligations are conditioned on the indemnified party (a) providing prompt written notice of the claim, (b) providing reasonable cooperation in the defense, and (c) granting the indemnifying party sole control of the defense and settlement (provided settlements do not admit liability or create obligations for the indemnified party without its consent).

15. Term, Renewal, and Termination

15.1 Subscription Term. For Team Tier Subscriptions, the initial term is the Subscription Period selected by Customer (monthly or annual). The Subscription automatically renews for successive Subscription Periods unless either party provides notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Period. For Enterprise Tier Subscriptions, the term is as specified in the separate enterprise agreement.

15.2 Termination for Cause by Guard0. Guard0 may terminate the Subscription or suspend the Account immediately, or with thirty (30) days' written notice (the “Cure Period”), if (a) Customer breaches a material term of these Terms and does not cure the breach within the Cure Period, (b) Customer violates the AUP, (c) Guard0 believes in good faith that the Service is being used in a manner that is illegal, harmful, or violates third-party rights, or (d) Customer fails to pay Fees and does not remedy the non-payment within the Grace Period specified in Section 5.6.

15.3 Termination for Convenience. Customer may terminate the Subscription at any time by providing written notice to legal@guard0.ai or by using the “Cancel Subscription” function in the Account settings. Termination is effective at the end of the then-current Subscription Period. Guard0 may terminate the Subscription for Free Tier users at any time without notice.

15.4 Effect of Termination. Upon termination or expiration of the Subscription:

• 15.4.1 Access to the Service will be suspended at the end of the Subscription Period (for customer-initiated terminations) or immediately (for Guard0-initiated terminations for cause), and Customer will lose access to Customer Data stored in the Service.
• 15.4.2 Customer Data Export: Following termination, Customer will have thirty (30) days to export, download, or retrieve its Customer Data. After the thirty-day period, Guard0 may delete Customer Data and is under no obligation to retain or recover it.
• 15.4.3 Fees: All Fees must be paid in full through the termination date. No refund of prepaid Fees will be issued except as expressly provided in Section 5.8 or as required by law.
• 15.4.4 Surviving Sections: The following sections survive termination: 1 (Definitions), 8 (Customer Data), 9 (Intellectual Property), 11 (Confidentiality), 12 (Warranties and Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 16 (Suspension), 18 (Governing Law and Dispute Resolution), and 19 (General Provisions).

16. Suspension of Service

16.1 Right to Suspend. Guard0 reserves the right to suspend Customer's access to the Service without liability if:

• 16.1.1 Customer breaches these Terms and does not cure the breach within fourteen (14) days of written notice;
• 16.1.2 Customer's Account is more than thirty (30) days in arrears;
• 16.1.3 Customer violates the AUP;
• 16.1.4 Guard0 believes, in good faith, that Customer's use of the Service poses a security risk, violates the law, or violates third-party rights; or
• 16.1.5 Guard0 is required to suspend by law, regulation, or court order.

16.2 Notice of Suspension. Except in cases of emergency or imminent harm, Guard0 will provide written notice of the reason for suspension and a reasonable opportunity to cure the violation before suspension takes effect.

16.3 Reactivation. If the Service is suspended, Customer may request reactivation by curing the violation that led to suspension and contacting legal@guard0.ai. Guard0 will use commercially reasonable efforts to reactivate the Service within five (5) business days of confirmation that the violation has been cured.

17. Modifications to the Service

17.1 Right to Modify. Guard0 reserves the right to modify, update, or improve the Service at any time, including by adding, removing, or changing features. Guard0 will use commercially reasonable efforts to provide notice of material modifications that materially diminish the functionality of paid tiers, at least thirty (30) days in advance.

17.2 Downtime. Guard0 may take the Service offline temporarily for maintenance, updates, or security reasons. Guard0 will use commercially reasonable efforts to schedule maintenance during off-peak hours and to provide notice in advance, except in cases of emergency.

18. Governing Law and Dispute Resolution

18.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

18.2 Binding Arbitration. Any dispute, claim, or controversy arising from or relating to these Terms or the Service (including the interpretation, breach, or enforcement thereof) shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, rather than in court. Each party waives its right to a jury trial and to pursue claims in court, except as provided in Section 18.3.

18.3 Arbitration Procedures.

• 18.3.1 The arbitration shall be conducted in Wilmington, Delaware, or such other location as mutually agreed by the parties.
• 18.3.2 The arbitration shall be conducted by a single arbitrator mutually selected by the parties or, if the parties cannot agree, selected by the AAA.
• 18.3.3 Each party shall bear its own attorneys' fees and costs, except as provided by the AAA Rules or applicable law.
• 18.3.4 The arbitrator shall apply the substantive law applicable under Section 18.1 and may award any relief that would be available in court.
• 18.3.5 The arbitration award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

18.4 Small Claims Exception. Notwithstanding the foregoing, either party may pursue a claim in small claims court if the claim falls within the jurisdiction of such court, provided that the claim is brought in an individual capacity and not as a class action.

18.5 Class Action Waiver. EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION AGAINST THE OTHER PARTY. ALL ARBITRATIONS SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR CONDUCT ANY CLASS PROCEEDING.

18.6 Exceptions to Arbitration. Notwithstanding the foregoing, either party may seek equitable relief (such as injunctive relief) in court to prevent breach of intellectual property rights or confidentiality obligations without first submitting to arbitration.

18.7 Notice and Negotiation. Before initiating arbitration or litigation, a party shall provide written notice to the other party describing the dispute and attempting to resolve it through good-faith negotiation. If the parties cannot resolve the dispute within thirty (30) days, either party may proceed to arbitration or court as permitted herein.

19. General Provisions

19.1 Entire Agreement. These Terms, together with the EULA, Privacy Policy, AUP, and any separate enterprise agreement (for Enterprise Tier customers), constitute the entire agreement between Guard0 and Customer regarding the Service and supersede all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral. The only exception is that a separate, fully executed enterprise agreement with an Enterprise Tier customer shall supersede these Terms to the extent of any direct conflict.

19.2 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, the provision shall be severed. The remaining provisions shall remain in full force and effect. However, if the severance would materially alter the intent of the parties or the fundamental nature of these Terms, the parties shall negotiate in good faith to amend these Terms to achieve the original intent.

19.3 Waiver. No waiver of any provision or right in these Terms shall be effective unless in writing and signed by the waiving party. The failure of either party to enforce any right or provision shall not constitute a waiver of such right or provision. A waiver of any breach shall not constitute a waiver of any other breach.

19.4 Assignment. Customer may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without Guard0's prior written consent, which may be withheld in Guard0's sole discretion. Any attempted assignment without consent is void. Guard0 may assign these Terms or any rights hereunder to any successor in interest, affiliate, or purchaser of Guard0's business.

19.5 Force Majeure. Neither party shall be liable for failure to perform its obligations under these Terms due to causes beyond its reasonable control, including acts of God, war, terrorism, natural disasters, pandemic, government actions, or internet service interruptions (“Force Majeure Event”). The affected party shall provide prompt notice to the other party and use reasonable efforts to mitigate the effects and resume performance. If a Force Majeure Event prevents Guard0 from providing the Service for more than thirty (30) days, Customer may terminate the Subscription without penalty.

19.6 Notices. Notices required under these Terms shall be in writing and shall be delivered (a) in person, (b) by email, (c) by overnight courier (such as FedEx or DHL), or (d) by certified mail, return receipt requested, to the addresses below. Notices by email shall be effective upon sending; notices by courier or mail shall be effective upon receipt.

19.7 Counterparts. These Terms may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one instrument. Electronic signatures and PDF signatures shall have the same force and effect as original signatures.

19.8 No Partnership or Agency. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Guard0 and Customer. Neither party is authorized to bind, commit, or act as an agent for the other party.

19.9 Interpretation. Headings are for convenience only and do not affect interpretation. The word “including” means “including without limitation.” The use of “or” is non-exclusive. References to “days” mean calendar days unless “business days” is specified.

19.10 Contact Information. For questions about these Terms, to provide notice, or to contact Guard0 regarding your Account, please use the following contact information:

20. EULA Incorporation

20.1 Incorporation of EULA. Your use of the Guard0 Platform and software is also governed by Guard0's End-User License Agreement (“EULA”), available at https://guard0.ai/eula. The EULA covers software-specific terms, including AI model disclaimers, licensing restrictions, limitations on use, and intellectual property provisions. In the event of any conflict between these Terms and the EULA, the more restrictive provision shall apply.

20.2 AI and ML Disclaimers. The EULA contains important disclaimers regarding AI and machine learning functionality, including limitations on the accuracy, reliability, and fitness of AI-generated outputs. Customer acknowledges that AI features should not be relied upon exclusively for critical security decisions and agrees to verify AI-generated insights independently.

21. Privacy and Data Protection

21.1 Privacy Policy. Guard0's collection, use, and processing of personal information is governed by the Privacy Policy, available at https://guard0.ai/privacy. By using the Service, Customer consents to Guard0's practices described in the Privacy Policy.

21.2 Data Processing Agreement. If Customer processes personal data of European Union or other jurisdiction residents and requires a Data Processing Addendum (DPA), Customer may request one by contacting privacy@guard0.ai. The DPA will govern the processing of personal data under GDPR, CCPA, and other applicable data protection laws.

22. Contact Us

If you have questions about these Terms of Service, please contact Guard0 at: