Terms & Conditions

1.1 Agreement

These Terms & Conditions ("Terms") are a binding agreement between you and GuardianFlow Systems LLC, a Florida limited liability company ("GuardianFlow," "we," "us," or "our"), governing your access to and use of the GuardianFlow mobile applications, web console, website (https://guardianflow.up.railway.app/), and related services (collectively, the "Services"). By creating an account, accessing, or using the Services, you agree to these Terms and to our Privacy Policy, which is incorporated by reference.

1.2 School Agreements Control for Schools

If you use the Services on behalf of a school, district, or other educational organization (a "School") that has entered into a separate written agreement with GuardianFlow (a "School Services Agreement"), that agreement governs the School's rights and obligations, and controls over these Terms to the extent of any conflict. These Terms nonetheless govern each individual user's personal use of the Services.

1.3 Roles

"School Users" are teachers, staff, and administrators authorized by a School. "Family Users" are parents, legal guardians, and Authorized Pickup Persons. "Authorized Pickup Person" means an adult designated by a parent or legal guardian, or recognized by the School, as authorized to pick up a specific student. "Users" or "you" means all of the foregoing.

2.1 Adults Only

The Services are intended solely for adults. You must be at least eighteen (18) years of age and have the legal capacity to enter into a binding contract to create an account or use the Services. Students and children may not create accounts or use the Services under any circumstances.

2.2 Authorization Requirements

You may use the Services only if:

• (a) for School Users, you are currently authorized by your School;
• (b) for parents/guardians, you are the parent or legal guardian of a student enrolled at a participating School, or have been invited by the School; and
• (c) for Authorized Pickup Persons, you have been validly designated by a parent, legal guardian, or the School.

GuardianFlow may rely on the School's and the designating parent's/guardian's representations of authority.

2.3 Accuracy of Eligibility Information

You represent that all eligibility and identity information you provide is truthful and accurate. Misrepresenting your identity, your relationship to a student, or your authority to pick up a student is a material breach of these Terms and may constitute a crime.

3.1 Registration

To use most features you must create an account and provide accurate, current, and complete information, including your legal name, email address, and phone number, and, where required by your School's configuration, a clear profile photograph of yourself suitable for identity verification.

3.2 Credentials and Security

You are responsible for:

• (a) maintaining the confidentiality of your credentials;
• (b) all activity occurring under your account; and
• (c) notifying us immediately at support@guardianflowsystems.com of any unauthorized access or suspected compromise.

You may not share your account, transfer it to another person, or permit anyone else to check in for or claim a student under your identity. We may require multi-factor authentication or additional verification at any time.

3.3 One Person, One Account

Each account belongs to a single natural person. Creating an account impersonating another person, or holding yourself out as a parent, guardian, staff member, or Authorized Pickup Person when you are not, is strictly prohibited.

4.1 What GuardianFlow Does

GuardianFlow provides software that helps Schools organize dismissal: parent check-in, dismissal queues, release verification workflows, notifications, audit logs, and related administrative tools.

4.2 What GuardianFlow Does Not Do

GuardianFlow is a software tool, not a supervisory service. GuardianFlow does not take custody of, supervise, transport, or physically release any student, and does not independently verify the identity, background, custodial rights, or fitness of any parent, guardian, Authorized Pickup Person, or School User. The School and its personnel remain solely responsible for the physical release of each student and for confirming, at the point of release, that release is appropriate. Custody determinations, release restrictions, and authorization decisions are made and maintained by Schools and parents/guardians, not by GuardianFlow. The Services are an aid to — not a substitute for — the School's own dismissal procedures, staff judgment, and legal obligations.

4.3 Not an Emergency Service

The Services are not an emergency notification, emergency response, or life-safety system and must not be relied upon as such. In an emergency, call 911 or your local emergency services.

Subject to these Terms, GuardianFlow grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use the App on devices you own or control, and to access the Services, solely for the lawful purpose of participating in student dismissal at a participating School, in accordance with your role and permissions. All rights not expressly granted are reserved. Use of the App is also subject to the End User License Agreement (EULA), which governs the App software itself; in the event of conflict regarding the App software license, the EULA controls.

6.1 Acceptable Use

You agree to use the Services only:

• (a) for their intended student-dismissal purpose;
• (b) in compliance with applicable law, School policies, and these Terms; and
• (c) in a manner that does not endanger any student or interfere with any School's operations.

6.2 Prohibited Conduct

You must not, and must not attempt to, directly or indirectly:

• (a) misrepresent your identity, relationship to a student, or authority to pick up a student, or check in or attempt a pickup while your authorization is suspended, revoked, or restricted (including by court order);
• (b) access, view, or use information about any student, family, or User beyond what your role and permissions legitimately provide, or use the Services to locate, monitor, contact, harass, or stalk any person;
• (c) permit a child to access or use the Services or your account;
• (d) circumvent, disable, or interfere with security features, verification workflows, access controls, or audit logging;
• (e) probe, scan, or test the vulnerability of the Services; breach or attempt to breach any security or authentication measure; or access non-public areas of the Services;
• (f) scrape, harvest, or bulk-export data from the Services except through features we provide for that purpose;
• (g) reverse engineer, decompile, or disassemble any portion of the Services except to the extent such restriction is prohibited by law;
• (h) copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Services;
• (i) upload malicious code, or use the Services to transmit spam or unlawful, infringing, defamatory, or harassing content;
• (j) use the Services to develop a competing product, or conduct benchmarking for a competitor;
• (k) use automated means (bots, scripts) to access the Services except through documented APIs, if any, under a separate agreement;
• (l) remove or obscure proprietary notices; or
• (m) use the Services in violation of any export-control or sanctions laws.

6.3 Reporting

Report suspected misuse, unauthorized pickup attempts, or security concerns to your School immediately and to support@guardianflowsystems.com. If a child is in immediate danger, contact law enforcement first.

Each School (and each School User acting for it) is responsible for:

• (a) configuring and operating its dismissal procedures, including final, in-person verification before physically releasing any student;
• (b) maintaining accurate rosters, family associations, release authorizations, and custody or release restrictions in the platform, and updating them promptly when circumstances change (including upon receipt of custody orders);
• (c) managing School User accounts, permissions, and prompt deactivation of departed personnel;
• (d) obtaining any consents and providing any notices to parents required by applicable law (including FERPA and state student-privacy law) for the School's use of the Services;
• (e) training its personnel on dismissal procedures and platform use; and
• (f) complying with its School Services Agreement.

Family Users are responsible for:

• (a) maintaining accurate profile, contact, photo, and vehicle information;
• (b) designating as Authorized Pickup Persons only adults whom they have legal authority to authorize, and promptly removing anyone no longer authorized;
• (c) informing the School directly — not solely through the App — of custody orders, restraining orders, or other legal restrictions affecting who may pick up a student;
• (d) presenting identification or otherwise cooperating with School verification procedures at pickup when requested;
• (e) ensuring any Authorized Pickup Person they designate understands and complies with these Terms and School procedures; and
• (f) supervising their own children; the App does not supervise students and a dismissal notification is not a representation that a student is under anyone's supervision at any given moment.

A parent or guardian who designates an Authorized Pickup Person represents that they have the right to share that person's information with GuardianFlow and the School, and remains responsible for that designation.

9.1 Your Content

"User Content" means content you submit to the Services, such as profile photos, vehicle details, notes, and designations. You retain ownership of your User Content. You grant GuardianFlow a non-exclusive, worldwide, royalty-free license to host, store, reproduce, display, and process User Content solely to operate, secure, maintain, and improve the Services and as otherwise permitted by our Privacy Policy and applicable School Services Agreement. This license ends when the User Content is deleted from the Services, subject to backup cycles and legal retention obligations.

9.2 Content Standards

User Content must be accurate, must relate to the dismissal purpose of the Services, and must not be unlawful, infringing, deceptive, or harmful. Profile photos must depict you (the account holder), unaltered, and must be suitable for identity verification. We may remove or require replacement of User Content that violates these standards, and may rely on the School to moderate content within its instance.

9.3 Feedback

If you provide suggestions or feedback, we may use them without restriction or obligation to you.

The Services — including all software, designs, interfaces, text, graphics, logos, and the GuardianFlow name and marks — are owned by GuardianFlow or its licensors and are protected by copyright, trademark, trade secret, and other laws. Except for the limited license in Section 5, nothing in these Terms transfers any intellectual-property rights to you. "GuardianFlow" and associated logos are trademarks of GuardianFlow Systems LLC; you may not use them without our prior written consent. Student data, education records, and School data remain the property of the applicable School and/or data subjects as provided in the School Services Agreement.

11.1 Who Pays

The Services are typically licensed and paid for by Schools under a School Services Agreement, in which case Sections 11.2–11.6 apply to the School's authorized purchasing contact. Family Users are not charged for standard use of the App.

11.2 Fees and Billing

Subscription fees, billing frequency, and payment terms are set out in the applicable order form or School Services Agreement. Unless otherwise stated: fees are payable in U.S. dollars; invoices are due net [30] days; and fees are exclusive of taxes, which are the customer's responsibility (excluding taxes on our income). Late amounts may accrue interest at the lesser of [1.5]% per month or the maximum rate permitted by law.

11.3 Automatic Renewal

Unless the order form provides otherwise, subscriptions renew automatically for successive terms equal in length to the initial term, at the then-current rates (subject to any contracted caps), unless either party gives written notice of non-renewal at least [30/60] days before the end of the then-current term. Where required by law (including § 501.165, Florida Statutes, for applicable automatic-renewal contracts), we will provide renewal notices in the manner and timeframe required.

11.4 Cancellation

Schools may cancel as provided in their School Services Agreement. Family Users may stop using the Services and delete their account at any time; because Family Users are not charged, no refund rights arise from account deletion.

11.5 Refunds

Except as expressly stated in an order form, School Services Agreement, or required by law, fees are non-refundable, and cancellation does not relieve the customer of the obligation to pay fees for the remainder of the then-current committed term. Nothing in this Section limits any refund we choose to grant in our discretion or any non-waivable statutory right.

11.6 Suspension for Non-Payment

We may suspend a School's access for accounts more than [30] days past due, after [10] days' written notice, until amounts are paid. We will use reasonable efforts to time any suspension to minimize disruption to active dismissal operations.

12.1 By You

You may stop using the Services and request account deletion at any time.

12.2 By Us

We may suspend or terminate your account or access, with or without notice, if: (a) you materially breach these Terms (including any Prohibited Conduct); (b) your School or a parent/guardian revokes your authorization; (c) we reasonably believe your continued access poses a risk to any student, User, School, or the Services; (d) required by law; or (e) the applicable School Services Agreement expires or terminates. Where practicable and lawful, we will provide notice and an opportunity to cure non-safety-related breaches. We may also report suspected unlawful conduct — including attempted unauthorized pickup of a student — to the School and to law enforcement.

12.3 Effect of Termination

Upon termination: your license ends; you must cease using the Services; and data will be handled per the Privacy Policy and any applicable School Services Agreement. Sections that by their nature should survive (including 4.2–4.3, 9.3, 10, 11 (accrued fees), 13, 17–22, and 24) survive termination.

13.1 Third-Party Services

The Services interoperate with third-party services (e.g., cloud hosting, push notification delivery). We are not responsible for third-party services we do not control.

13.2 Apple and Google Terms

If you downloaded the App from the Apple App Store or Google Play, the additional marketplace terms in the EULA apply, including Apple's status as a third-party beneficiary with respect to the App on iOS.

14.1 Availability

We strive for high availability but do not guarantee that the Services will be uninterrupted, timely, or error-free. Any uptime commitments to Schools are exclusively as stated in the applicable School Services Agreement or service level addendum.

14.2 Maintenance and Modifications

We may modify, update, or discontinue features with reasonable notice where changes are material and adverse. We may perform scheduled maintenance (with advance notice where practicable, scheduled outside typical dismissal hours) and emergency maintenance as needed.

14.3 Contingency

Schools must maintain offline backup dismissal procedures. Network outages, device failures, carrier issues, cloud provider incidents, and other events beyond our control may make the Services temporarily unavailable, including during dismissal. The Services' unavailability never excuses a School from safely dismissing students or a parent from following School procedures.

Without limiting Section 17:

• (a) Identity verification is assistive only. Profile photos, credentials, and verification workflows help School staff confirm identity but cannot guarantee it. Final identity confirmation and the decision to release a student rest with School personnel.
• (b) Authorization data is user-supplied. Release authorizations, custody restrictions, and pickup designations reflect information entered by Schools and parents/guardians. GuardianFlow does not validate custody or legal authority and has no obligation to investigate the accuracy of user-supplied authorizations.
• (c) Location features are approximate. GPS and geofencing are inherently imprecise and dependent on device, environment, and carrier conditions.
• (d) Notifications may be delayed or undelivered due to factors outside our control, including device settings, platform throttling, and network conditions.

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, severe weather, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, power or telecommunications failures, cloud-provider outages, and denial-of-service or similar attacks, provided the affected party uses reasonable efforts to mitigate and resume performance.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. GUARDIANFLOW AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, GUARDIANFLOW DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, UNINTERRUPTED, SECURE, OR ERROR-FREE; (B) ANY INFORMATION IN THE SERVICES (INCLUDING AUTHORIZATION DATA AND DISMISSAL STATUS) IS ACCURATE, COMPLETE, OR CURRENT; OR (C) THE SERVICES WILL PREVENT ANY UNAUTHORIZED PICKUP, ABDUCTION, INJURY, OR OTHER HARM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU; IN THAT CASE, IMPLIED WARRANTIES ARE LIMITED TO THE MINIMUM SCOPE AND DURATION PERMITTED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• (a) NO INDIRECT DAMAGES. GUARDIANFLOW AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, UNDER ANY THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• (b) CAP. GUARDIANFLOW'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS PAID TO GUARDIANFLOW FOR THE SERVICES BY OR ON BEHALF OF YOU (OR, FOR SCHOOL USERS, ALLOCABLE TO YOUR SCHOOL) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (ii) ONE HUNDRED U.S. DOLLARS (US $100).
• (c) ALLOCATION OF RESPONSIBILITY. YOU ACKNOWLEDGE THAT DECISIONS TO PHYSICALLY RELEASE STUDENTS ARE MADE BY SCHOOLS AND THEIR PERSONNEL, AND THAT AUTHORIZATION DATA IS SUPPLIED BY SCHOOLS AND PARENTS/GUARDIANS; TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUARDIANFLOW IS NOT LIABLE FOR HARMS ARISING FROM RELEASE DECISIONS, INACCURATE OR OUTDATED USER-SUPPLIED AUTHORIZATION DATA, OR FAILURES TO FOLLOW SCHOOL PROCEDURES.
• (d) EXCEPTIONS. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING, WHERE APPLICABLE, LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR DEATH OR PERSONAL INJURY TO THE EXTENT SUCH A LIMITATION IS UNENFORCEABLE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO PORTIONS OF THIS SECTION MAY NOT APPLY TO YOU.
• (e) BASIS OF THE BARGAIN. THE LIMITATIONS IN SECTIONS 17–18 ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND GUARDIANFLOW AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless GuardianFlow and its members, managers, officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your misuse of the Services; (c) your misrepresentation of identity, relationship, or pickup authority; (d) inaccurate or unlawful information you supply (including improper Authorized Pickup designations); or (e) your violation of law or the rights of any third party. This Section does not apply to the extent a claim arises from GuardianFlow's own gross negligence or willful misconduct, and does not apply to Schools where and to the extent an applicable School Services Agreement or state law governing public entities provides otherwise. We will provide prompt notice of any indemnified claim and reasonable cooperation, and you may not settle any claim imposing obligations on us without our consent.

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Florida and applicable U.S. federal law, without regard to conflict-of-laws principles. The Federal Arbitration Act governs the interpretation and enforcement of Section 21. Subject to Section 21, any judicial proceeding permitted under these Terms shall be brought exclusively in the state or federal courts located in [Seminole County / Orange County — CONFIRM VENUE], Florida, and the parties consent to personal jurisdiction and venue there. Nothing in this Section overrides sovereign-immunity or venue rights of governmental School customers under Florida law, which are addressed in the School Services Agreement.

21.1 Informal Resolution First

Before filing any arbitration or lawsuit, you and GuardianFlow agree to try to resolve the dispute informally. The complaining party must send a written notice of dispute ("Notice") to the other (to GuardianFlow: legal@guardianflowsystems.com, Attn: Legal — Dispute Notice) describing the dispute and requested relief. The parties will negotiate in good faith for sixty (60) days from receipt of the Notice before commencing any proceeding. This informal process is a condition precedent, and applicable limitations periods are tolled during it.

21.2 Agreement to Arbitrate

Except as provided in Section 21.5, any dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Policy, or the Services — including their formation, breach, termination, enforcement, interpretation, or validity, and whether based in contract, tort, statute, or otherwise — shall be resolved by final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (or Commercial Arbitration Rules for non-consumer disputes) then in effect, as modified by this Section. The AAA rules are available at www.adr.org. Judgment on the award may be entered in any court of competent jurisdiction.

21.3 Arbitration Procedures

• (a) One arbitrator will be appointed under the applicable AAA rules.
• (b) The arbitration will be conducted in the English language. For consumer disputes, any in-person hearing will be held in the county where you reside or another mutually agreed location, or by video conference; otherwise, the seat is [Orlando], Florida.
• (c) Fees will be allocated as provided in the AAA Consumer Arbitration Rules; GuardianFlow will pay arbitration fees the AAA rules require it to pay, and, for claims of US $[10,000] or less pursued in good faith, GuardianFlow will pay AAA filing, administration, and arbitrator fees other than your initial filing fee.
• (d) The arbitrator may award any relief available in court on an individual basis, must apply applicable law, and must issue a reasoned written award.
• (e) The arbitrator (not a court) will decide arbitrability disputes, except that a court will decide the enforceability of the Class Action Waiver in Section 21.4.

21.4 Class Action and Jury Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND GUARDIANFLOW EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. Claims may be brought only in an individual capacity. If the class waiver is held unenforceable as to a particular claim, that claim (and only that claim) shall proceed in court, and the remainder shall proceed in arbitration.

21.5 Exceptions

Either party may: (a) bring an individual claim in small claims court in a court of competent jurisdiction if the claim qualifies; (b) seek temporary or preliminary injunctive relief in court to prevent irreparable harm (including for intellectual-property infringement, unauthorized access, or misuse of the Services endangering any person), pending arbitration; and (c) pursue any claim that applicable law provides cannot be subject to pre-dispute arbitration.

21.6 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice within thirty (30) days after first accepting these Terms to legal@guardianflowsystems.com (subject line "Arbitration Opt-Out"), stating your name, account email, and intent to opt out. Opting out does not affect any other provision of these Terms.

21.7 Severability; Survival

If any portion of this Section 21 (other than the class waiver, addressed in 21.4) is found unenforceable, it shall be severed and the remainder enforced. This Section survives termination of these Terms.

We may revise these Terms from time to time. For material changes, we will provide at least [30] days' advance notice via the App, email, or the Site. Changes apply prospectively. Continued use of the Services after the effective date constitutes acceptance; if you do not agree, you must stop using the Services and may delete your account. Material changes to Section 21 will not apply to disputes for which either party had actual notice before the change's effective date, and you will have a renewed 30-day opt-out right for material arbitration changes.

23.1 Entire Agreement

These Terms, together with the Privacy Policy, EULA, in-app Disclaimers, and (for Schools) the School Services Agreement, constitute the entire agreement between you and GuardianFlow regarding the Services and supersede all prior or contemporaneous understandings on that subject.

23.2 Severability; Waiver

If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will remain in effect. No waiver is effective unless in writing, and no failure to enforce is a waiver.

23.3 Assignment

You may not assign these Terms without our prior written consent; any attempted assignment is void. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets, subject to the Privacy Policy's commitments.

23.4 No Third-Party Beneficiaries

Except as expressly stated (including Apple under the EULA), these Terms create no third-party beneficiary rights.

23.5 Notices

We may provide notices via the App, email to your registered address, or the Site. Legal notices to GuardianFlow must be sent to legal@guardianflowsystems.com.

23.6 Interpretation; Headings

Headings are for convenience only. "Including" means "including without limitation."

23.7 Government Users

Use by U.S. government entities is subject to the School Services Agreement; the Services are commercial computer software, and government rights are limited as set forth therein.