These Terms of Service (the “Terms”) form a binding agreement between Cetruces LLC, a Wyoming limited liability company (“Cetruces”, “we”, “us”), and the company that subscribes to the Cetruces platform (the “Customer”, “you”). By subscribing, signing an order form, or accessing the platform, you agree to these Terms.

Where an individual signs in using credentials issued by a Customer — a guard, supervisor, dispatcher, or administrator (each an “Authorized User”) — that individual agrees to use the platform in accordance with these Terms and the Acceptable Use Policy. The subscription relationship, including payment, remains between Cetruces and the Customer.

Where a Customer enters into a separately negotiated master agreement with us, that agreement controls to the extent it conflicts with these Terms.

Cetruces is a workforce and site-operations platform for physical security providers, delivered through a web application and mobile applications for iOS and Android. The platform includes client and site records, scheduling and shift coverage, patrol tours with checkpoint verification, timekeeping, incident and daily-activity reporting, equipment and inventory tracking, workforce messaging and notifications, and related administrative tools.

• We may modify, add, or discontinue features. Where a change materially reduces core functionality, we will give at least 30 days’ notice.
• Early-access features are provided as they are, without warranty or support commitment, and may be withdrawn at any time.
• Access is licensed, not sold. No rights are granted except those expressly stated here.

The Customer creates and administers accounts for its own personnel. The platform does not offer public registration. The Customer is responsible for all activity under its account, including the activity of its Authorized Users.

• Credentials must not be shared between individuals. Each Authorized User requires their own login.
• The Customer must notify us promptly of any suspected unauthorized access.
• The Customer is responsible for deactivating Authorized Users when their role ends or no longer requires access.
• We may suspend any account we reasonably believe to be compromised.

The Customer will not, and will not permit any Authorized User to:

• Use the platform to violate any applicable law, licensing requirement, or labor regulation.
• Falsify checkpoint scans, timekeeping records, patrol logs, or incident reports.
• Reverse engineer, scrape, or attempt to derive source code from the platform.
• Resell, sublicense, or provide platform access to a third party except as expressly permitted in writing.
• Upload malicious code, or attempt to circumvent rate limits, access controls, or the separation between customer accounts.

The Customer retains all right, title, and interest in the data it and its Authorized Users submit to the platform (“Customer Data”), including site records, schedules, timekeeping records, reports, photographs, signatures, and location captured during verification.

We process Customer Data solely to provide and support the service, as described in the Privacy Policy and the Data Processing Addendum.

• The Customer is responsible for having a lawful basis to collect and submit employee data, including location data captured during shifts and patrols, and for providing whatever notice or consent its workforce is owed.
• We do not sell Customer Data, and we do not use it to train general-purpose artificial-intelligence models.
• The Customer may export its Customer Data at any time during the subscription term.

For personal data contained in Customer Data, the Customer decides what is collected and why, and Cetruces processes it on the Customer’s instructions. Our handling of personal data is described in the Privacy Policy, and the controller-to-processor terms are set out in the Data Processing Addendum, which forms part of these Terms.

Cetruces LLC sends work-related text messages and places automated voice calls to Authorized Users as part of the Cetruces workforce messaging program— for example one-time sign-in codes, schedule and coverage notices, and officer safety checks. These messages are transactional and operational. The platform does not send marketing messages.

• Consent to receive these messages is collected in the Customer’s contract paperwork and during employee onboarding, at the point each Authorized User provides the mobile number to be used for work. The Customer is responsible for collecting that consent and for keeping the numbers on file accurate.
• Message frequency varies based on work activity.
• Message and data rates may apply, depending on the recipient’s mobile carrier and plan.
• Recipients may reply STOP to any message to opt out, and START to opt back in. Opting out limits functions that depend on messaging, such as password recovery and safety checks.
• Recipients may reply HELP for help.
• Mobile carriers are not liable for delayed or undelivered messages.

The platform delivers documents electronically and collects electronic signatures, including finger-drawn signatures on a phone or tablet. By using these features, the Customer and its Authorized Users consent to transact electronically and agree that an electronic signature has the same effect as a handwritten one. Cetruces provides the signing mechanism; the documents themselves, and any obligation to furnish paper copies, remain the Customer’s responsibility.

Cetruces is provided on a monthly subscription per company. Fees are those quoted at sign-up or set out in the Customer’s order form.

• Subscriptions bill in advance each month and renew automatically until cancelled. Fees already paid are non-refundable, including for partial months.
• Usage-based charges — such as text and voice messaging or file storage above the plan’s limits — bill in arrears where they apply.
• We may change subscription pricing with at least 30 days’ notice before the change takes effect at the next renewal.
• Invoices are due on receipt unless the order form says otherwise. Overdue accounts may be suspended after written notice and a reasonable opportunity to pay.
• Fees exclude taxes. The Customer is responsible for applicable sales, use, and withholding taxes.

The subscription begins when access is provisioned and continues month to month until cancelled by either party.

• The Customer may cancel at any time; cancellation takes effect at the end of the paid month, and access continues until then.
• Either party may terminate for material breach that remains uncured 30 days after written notice.
• We may suspend access immediately for a security risk, non-payment beyond the notice period, or unlawful use.
• After the subscription ends, Customer Data remains available for export for 30 days. Data is then deleted as described in the Data Processing Addendum.

Each party will protect the other’s confidential information with at least reasonable care and use it only to perform under this agreement. Customer Data is the Customer’s confidential information. Confidentiality obligations survive termination for three years, and indefinitely for trade secrets.

We warrant that the platform will perform materially as described in its documentation. Except as expressly stated, the platform is provided “as is,” and we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

Neither party’s aggregate liability arising out of this agreement will exceed the fees paid or payable by the Customer in the twelve months preceding the claim. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue.

These limits do not apply to a party’s indemnification obligations, breach of confidentiality, or the Customer’s obligation to pay fees.

We will defend the Customer against third-party claims alleging that the platform infringes a United States patent, copyright, or trade secret, and will pay damages finally awarded. The Customer will defend us against claims arising from Customer Data or from use of the platform in violation of these Terms, including claims by its own personnel relating to data the Customer chose to collect. Each indemnity is conditioned on prompt notice, sole control of the defense, and reasonable cooperation.

These Terms are governed by the laws of the State of Wyoming, excluding its conflict-of-laws rules. The parties will attempt good-faith resolution for 30 days before initiating proceedings. Exclusive venue is the state and federal courts located in Laramie County, Wyoming. Nothing in this section limits rights an individual holds under the employment laws of the state where they work.

• Changes: we may update these Terms; material changes will be posted here with a new effective date and notice through the platform before they take effect.
• Assignment: neither party may assign without consent, except in connection with a merger or sale of substantially all assets.
• Force majeure: neither party is liable for delay caused by events beyond its reasonable control.
• Severability: if any provision is unenforceable, the remainder stays in effect.
• Entire agreement: these Terms, the order form, and the referenced policies are the entire agreement between the parties about the platform.
• Notices: to the Customer at its account contact details; to us at Cetruces LLC, 1621 Central Ave, Cheyenne, WY 82001-4531, United States, or support@cetruces.com.