Terms of Service

1. The agreement

These Terms of Service (“Terms”) are an agreement between [LEGAL ENTITY NAME], [MAILING ADDRESS] (“Master Patrol”, “we”, “us”) and the company that signs up for Master Patrol (“Customer”, “you”). By creating an account, or by using the Service, you agree to these Terms. If you accept them for a company, you confirm that you have authority to bind it.

The Data Processing Addendum (“DPA”) is part of these Terms. Our Privacy Policy explains how personal information is handled. If these Terms and the DPA conflict on the processing of personal information, the DPA controls.

Master Patrol is for businesses. It is not offered to consumers for personal, family or household use.

2. Definitions

• Service: the Master Patrol web application, including the company portal, the client portal and the related emails, and any successor or mobile version we provide.
• Users: the people you give access to the Service: your employees (“Employees”) and your clients' contacts (“Clients”).
• Administrator: a User you give the company administrator role.
• Customer Data: the information you and your Users put into the Service, including personal information about Employees and Clients, site information, alarm and gate codes, reports, photos and files.
• Monthly Active Employee: an Employee account that signed in and used the Service at least once during a billing month. Clients are never Monthly Active Employees.

3. The service

Master Patrol is a web service for security patrol companies to record patrols, activities and incidents, manage sites, client contacts, alarm and gate codes, approvals and employees, and give clients a portal to their own sites and reports. It runs in a web browser; you need an internet connection and a current browser, and recording a position on a report requires the device's location permission.

The Service is offered only to businesses in the United States, and for security it accepts connections only from the United States.

We improve the Service over time and may change it. If we remove a feature that is material to how you use the Service, we will give your Administrators at least [30] days' notice by email.

4. Accounts and users

• Your Administrators decide who has access and what role each User has. Each Employee must have their own email address and login; logins may not be shared.
• You are responsible for what your Users do in the Service, and for making sure they follow these Terms. Clients' use of the client portal is part of your use.
• Keep passwords confidential. Tell us promptly at support@master-patrol.com if you believe an account has been used without permission.
• Give us accurate account and billing information, and keep it current.

5. Free trial

• A new company gets a free trial of the full Service for 14 days. We do not ask for payment details during the trial.
• You can subscribe at any time during or after the trial. Subscribing ends the trial, and your first paid month starts on the day you subscribe.
• If the trial ends without a subscription, the account is locked: only Administrators can sign in, and only to the billing page to subscribe. Your Customer Data is kept while the account is locked, for up to [LOCKED ACCOUNT RETENTION PERIOD], after which we may close the account as described in section 17.
• We may offer a company complimentary use of the Service, with or without an end date. Complimentary use is otherwise subject to these Terms.

6. Fees and billing

• What you pay. A monthly base fee for your company, plus a fee for each Monthly Active Employee in that month. The current fees are shown on the Billing page in the Service before you subscribe, and on each invoice.
• When. The base fee for a billing month is charged at the start of that month. The per-employee fee for a billing month is charged at its end, based on the number of Monthly Active Employees in it. Your Administrators can see, at any time, which Employees count for the current month.
• How. Payments are processed by Stripe. You can pay by credit or debit card, ACH bank transfer, Apple Pay or Google Pay, where available. By subscribing, you authorize us, through Stripe, to charge your chosen payment method each month until the subscription ends.
• Taxes. Fees do not include sales, use or similar taxes. You are responsible for any that apply, and we will add them to invoices where we are required to collect them.
• Price changes. We may change our fees by telling your Administrators by email at least [30] days before the change takes effect. A change applies from your first renewal on or after its effective date.
• Refunds. [REFUND POLICY: e.g. “Fees already paid are not refundable, except where the law requires a refund or we end the Service under section 17 without cause.”]
• Disputes. If you believe an invoice is wrong, tell us within [60] days of its date and we will work with you in good faith to resolve it.

7. Late payment

If a payment fails, we email your Administrators each day while it is overdue, and access changes as follows:

Full access returns as soon as the overdue payment is made. While the account is locked, Administrators can still update the payment method or cancel the subscription to stop further charges, but exporting Customer Data is available only once the overdue amount is paid. Customer Data is not deleted because of late payment unless the account is closed under section 17.

8. Your data

• You own your Customer Data. You give us permission to host, copy, process and display it only as needed to provide the Service to you, keep it secure, and meet legal obligations.
• You are the controller and we are the processor of personal information in Customer Data, as set out in the DPA. We act only on your instructions, given through the Service, through your Administrators, or in writing.
• Privacy requests from your Employees or Clients are yours to decide. The Service lets your Administrators review and approve them; if a request reaches us directly, we forward it to you.
• Retention. You choose how long Customer Data is kept, in the Service's retention settings. Until you change them, the defaults in the Privacy Policy apply. The settings are your decision; you are responsible for keeping any records that your own licensing, employment or other laws require, and for exporting copies you need.
• Deletion of a person follows section 8 of the Privacy Policy: login and contact details are removed, and records that are evidence are kept under a pseudonym for the retention period.
• We do not sell Customer Data or use it for advertising or for any purpose of our own.

9. Your responsibilities

• You are responsible for having the right to put Customer Data into the Service, and for giving your Employees and Clients any notices and getting any consents the law requires, including about recording photos and the location of reports.
• You decide which Users get which roles, including the roles that can view or change alarm and gate codes, and which records your Clients can see.
• You are responsible for the accuracy of Customer Data and for the security services you provide to your clients.
• You are responsible for complying with the laws that apply to your business, including security licensing, employment and record-keeping rules. The Service helps you keep records; it does not make you compliant with any law.

10. Acceptable use

You and your Users must not:

• use the Service for anything unlawful, or to harass, stalk or track anyone except as part of your lawful patrol work and with any notice the law requires;
• try to access another company's data, test or bypass the Service's security, or get around its access controls, including its United States connection check;
• upload malware, or interfere with or overload the Service;
• copy, resell or sublicense the Service, or reverse engineer it except where the law allows;
• store information the Service is not designed for, such as payment card numbers, Social Security numbers, or health or medical records; or
• share alarm or gate codes outside the people who need them for your work.

11. Not an emergency or monitoring service

Master Patrol is a record-keeping and communication tool. It does not monitor alarms, dispatch anyone, or contact emergency services, and it does not guarantee that any report, notice or email is delivered within a particular time. It is not a substitute for calling 911 or for your own procedures. You remain fully responsible for the security services you provide to your clients.

12. Availability and support

• We use commercially reasonable efforts to keep the Service available, but we do not promise that it will be uninterrupted or error-free. We may need to take it down for maintenance; where we can, we will do that at quiet times and tell your Administrators in advance.
• Support is by email at support@master-patrol.com. We respond as soon as we reasonably can; we do not offer round-the-clock support.

13. Ownership

We own the Service, including its software, design and documentation. These Terms give you the right to use it for your business during your subscription; they do not transfer ownership of anything to you. If you send us suggestions or feedback, we may use them without any obligation to you.

14. Third-party services

The Service relies on providers such as Stripe for payments. Your use of Stripe's payment pages is also subject to Stripe's terms. Links to outside services, such as Google Maps, take you to services we do not control. The current list of providers that process Customer Data is in the DPA.

15. Confidentiality

Each of us will keep the other's non-public business information confidential, use it only for this agreement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiver, was already known to it, or is independently developed or lawfully received from someone else. Either of us may disclose confidential information when the law requires, after giving the other notice where the law allows.

16. Suspension

We may suspend access to the Service, in whole or for particular Users, if it is needed to stop a security threat, unlawful use, or a serious breach of these Terms, or for late payment as described in section 7. We will limit a suspension to what is needed, tell your Administrators, and restore access once the cause is resolved.

17. Cancelling, closing and termination

• Cancelling the subscription (Settings → Billing) stops future charges. It takes effect at the end of the current billing month; the account is then locked, as in section 5, until you subscribe again or close it.
• Closing the account (Settings → Account) ends your use of the Service. Before closing, you are offered an export of your Customer Data. On closure, all Users lose access; alarm codes, gate codes and site notes are destroyed; and personal details of Employees and Clients are removed, leaving pseudonyms. The rest of the Customer Data is held in that pseudonymized form for 90 days, during which you can ask us to reopen the account, and is then permanently deleted. The Privacy Policy describes exactly what is kept and deleted.
• We may end this agreement if you materially breach these Terms and do not fix the breach within [30] days of our notice, or immediately for a serious breach of section 10. We may also stop offering the Service by giving at least [90] days' notice, in which case we will refund fees paid for any period after it ends.
• Whenever this agreement ends, fees already owed remain due, Customer Data is handled as described for closing the account, and sections 8, 13, 15 and 18 to 23 continue to apply.

18. Disclaimers

Except as expressly stated in these Terms, the Service is provided “as is” and “as available”, and we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement, to the fullest extent the law allows. We do not warrant that the Service will meet every requirement of your business or of any law that applies to it.

19. Limitation of liability

To the fullest extent the law allows:

• neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if it was told they were possible; and
• each party's total liability arising out of this agreement is limited to the fees you paid us in the [12] months before the event giving rise to the claim.

These limits do not apply to your obligation to pay fees, to your obligations under section 20, or to liability that cannot be limited by law. [LEGAL REVIEW: whether to carve out breach of confidentiality or data protection obligations, or set a separate cap for them.]

20. Indemnification

You will defend and indemnify us against third-party claims arising from Customer Data, from your Users' use of the Service in breach of these Terms, or from your security services, and pay any resulting damages and reasonable costs, provided we tell you promptly about the claim and let you control its defense. [LEGAL REVIEW: whether Master Patrol should give a reciprocal indemnity, for example for claims that the Service infringes intellectual property.]

21. Governing law

These Terms are governed by the laws of the State of Oregon, without regard to its conflict-of-laws rules. Each party agrees to the exclusive jurisdiction of the state and federal courts located in [COUNTY] County, Oregon, for any dispute arising out of these Terms.

22. Changes to these terms

We may update these Terms. We will post the new version here, update the date at the top, and email your Administrators at least [30] days before a significant change takes effect. If you do not agree to a change, you may cancel before it takes effect; continuing to use the Service after that means you accept it.

23. General

• Notices. We send notices to your Administrators' email addresses. You can send notices to support@master-patrol.com and by mail to [MAILING ADDRESS].
• Assignment. Neither party may assign this agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant business, with notice to the other.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, other than failures to pay.
• Independent parties. The parties are independent contractors; nothing here creates a partnership, employment or agency relationship.
• Entire agreement. These Terms, with the DPA and any order or written agreement that refers to them, are the whole agreement between us about the Service. If a provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it.