Terms of Service

01 Acceptance of Terms

By creating an account or using NetGuard you accept these Terms in full.

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and NetGuard CyberSecurity Company WLL, a company incorporated in the Kingdom of Bahrain with Commercial Registration No. 196069-1 ("NetGuard", "we", "us", or "our"), governing your access to and use of the NetGuard cloud-based compliance automation platform available at https://netguardapp.io/ and all associated software, APIs, documentation, and support services (collectively, the "Service").

By (a) clicking "I Agree" or a similar acceptance button, (b) executing an Order Form that references these Terms, or (c) accessing or using any part of the Service, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity. If you do not have such authority, you must not access or use the Service.

Modifications to Terms

NetGuard reserves the right to modify these Terms at any time. We will notify you of material changes at least 30 days in advance by email or in-app notice. Your continued use of the Service after the effective date of any update constitutes acceptance of the revised Terms. If you disagree with an update, you may terminate your subscription before it takes effect.

02 Definitions

Key terms used throughout this Agreement.

• "Agreement" means these Terms together with any Order Form, the Privacy Policy, and any addenda or amendments executed by the parties.
• "Customer Data" means all data, information, and content submitted to, uploaded to, or generated through the Platform by or on behalf of the Customer, including compliance scan results, configuration data, and reports.
• "Order Form" means a written or electronic subscription order referencing these Terms that sets out the specific service tier, fees, and Subscription Term.
• "Platform" means the NetGuard compliance automation software-as-a-service solution accessible at netguardapp.io, including all APIs, dashboards, integrations, and associated tools provided by NetGuard.
• "Subscription Term" means the period during which Customer has an active subscription to the Platform, as specified in the applicable Order Form.
• "Authorised Users" means employees, contractors, or agents of Customer who are authorised by Customer to access and use the Platform under Customer's account.

03 Services Provided

NetGuard is a SaaS compliance automation platform — we evaluate your connected systems and report on security posture.

NetGuard provides a cloud-based software-as-a-service compliance automation platform that enables organisations to:

• Connect cloud, identity, network, and development tool providers via built-in integrations (including AWS, Azure, GCP, Okta, Cisco Meraki, Palo Alto Panorama, GitHub, and GitLab).
• Automatically evaluate infrastructure against security controls mapped to compliance frameworks including CBB, SAMA CSF, NCA ECC, SACS-002, SOC 2, ISO 27001, PCI DSS, and NIST CSF.
• Generate compliance reports and evidence packages for regulatory and audit purposes.
• Monitor security posture and compliance status continuously through a centralised dashboard.

Beta Features

Certain features may be made available in "beta" or "preview" status. Beta features are provided as-is without any warranty. NetGuard may modify, restrict, or discontinue beta features at any time without notice or liability.

Service Changes

We continuously improve the Service and may add, modify, or remove features. We will provide reasonable notice of any removal of material functionality that you actively use.

04 Intellectual Property

We own the platform. You own your data. Neither party gains ownership of the other's IP.

NetGuard IP

NetGuard and its licensors exclusively own all right, title, and interest in and to the Service, including all software, source code, algorithms, machine learning models, compliance rule sets, documentation, trade secrets, and all associated intellectual property rights. These Terms do not grant you any ownership rights in the Service.

Customer Data

You retain ownership of all Customer Data. You grant NetGuard a limited, non-exclusive, worldwide licence to access, process, and use Customer Data solely as necessary to provide the Service and as described in our Privacy Policy. This licence terminates upon expiry or termination of your Subscription Term.

Feedback

If you provide feedback, suggestions, or ideas regarding the Service, you grant NetGuard a perpetual, irrevocable, royalty-free, worldwide licence to use, incorporate, and exploit such feedback without restriction or obligation to you.

Aggregate & Anonymised Data

NetGuard may generate aggregate, de-identified statistical data derived from your use of the Service (e.g. industry benchmark compliance scores). Such data does not identify you or your organisation and may be used by NetGuard for product improvement, research, and marketing.

05 Subscription & Fees

Fees are denominated in BHD and due within 30 days of invoice. Overdue accounts may be suspended.

Pricing & Payment Terms

All fees are denominated in Bahraini Dinars (BHD) unless otherwise specified in an Order Form. Subscriptions are invoiced in advance on a monthly or annual basis. Payment is due within Net 30 days of the invoice date.

Late Payment

If any fees remain unpaid after the due date, NetGuard may: (i) charge interest at 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) on the outstanding balance; and (ii) suspend your access to the Service after providing written notice and a 15-day cure period. Suspension does not relieve Customer of the obligation to pay outstanding amounts.

Auto-Renewal

Annual subscriptions automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least 30 days before the renewal date. Monthly subscriptions renew automatically each month until cancelled.

Taxes

All fees are exclusive of applicable taxes. Customer is responsible for all applicable taxes, levies, and duties (excluding taxes on NetGuard's net income). Where required by law, NetGuard will add applicable VAT or similar taxes to invoices.

Plan Changes

You may upgrade your subscription plan at any time; the upgrade takes effect immediately and any fee difference is charged on a pro-rata basis. Downgrades take effect at the start of the next billing period.

Free Trials

NetGuard may offer free trial periods. At the end of a trial, your account will automatically convert to a paid subscription unless you cancel before the trial expires. Trial access may have reduced feature availability and is subject to these Terms.

06 Service Level Agreement

We target 99.9% monthly uptime. If we miss it, you may claim service credits.

Uptime Target

NetGuard targets 99.9% monthly uptimefor the Platform. "Monthly uptime" means the percentage of total minutes in a calendar month during which the Platform is available and operational, excluding scheduled maintenance.

Service Credits

Credits are applied to the next invoice. Service credits are Customer's sole and exclusive remedy for any service unavailability. To claim a credit, Customer must submit a written request within 30 days of the downtime event to [email protected].

SLA Exclusions

The SLA does not apply to downtime caused by:

• Scheduled maintenance (notified at least 48 hours in advance).
• Events outside NetGuard's reasonable control (force majeure).
• Customer's actions or inactions, including misuse or unauthorised modifications.
• Third-party service failures outside NetGuard's control (e.g. internet backbone outages).
• Suspension of Customer's account for breach of these Terms.

07 Customer Responsibilities

You are responsible for your account, your users, your data, and lawful use of the Service.

• Accurate Information: Provide accurate, complete, and up-to-date registration and billing information.
• Credential Security: Maintain the confidentiality of all account credentials and immediately notify NetGuard at [email protected] of any unauthorised access.
• User Administration: Ensure all Authorised Users comply with these Terms. Customer is responsible for all activities under its account.
• Authorised Use Only: Use the Service solely to scan and evaluate infrastructure and accounts for which Customer has legitimate administrative authorisation. Unauthorised scanning is strictly prohibited.
• Integration Credentials: When connecting third-party integrations, Customer represents it has the right to provide the relevant credentials and that doing so does not violate any third-party terms. NetGuard recommends read-only, least-privilege credentials.
• Prohibited Activities: Customer must not attempt to reverse-engineer, decompile, or extract source code from the Service; circumvent security or rate-limiting mechanisms; transmit malware; resell or sublicense the Service without written consent; or use the Service to facilitate any unlawful activity.
• Export Controls: Customer will comply with all applicable export control laws and regulations and will not use the Service in any jurisdiction subject to applicable sanctions.

08 Warranties & Disclaimers

AI Features Disclaimer

NetGuard makes no representation or warranty regarding the accuracy, completeness, or suitability of any AI-generated output for any particular regulatory purpose. Decisions based on AI features remain the sole responsibility of Customer.

Warranty Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. NETGUARD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

NETGUARD DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (B) DEFECTS WILL BE CORRECTED; (C) THE SERVICE OR ITS OUTPUTS WILL MEET YOUR SPECIFIC COMPLIANCE OR REGULATORY REQUIREMENTS; OR (D) THE SERVICE IS FREE FROM HARMFUL COMPONENTS.

09 Limitation of Liability

Our liability is capped at 12 months of fees paid. We are not liable for indirect losses.

Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NETGUARD, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF NETGUARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Aggregate Cap

NETGUARD'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO NETGUARD IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Exceptions

Nothing in these Terms limits or excludes either party's liability for:

• Death or personal injury caused by that party's negligence.
• Fraud or fraudulent misrepresentation.
• Any other matter which cannot be excluded or limited by applicable law.

10 Confidentiality

Each party will protect the other's confidential information with at least the same care as its own.

Each party ("Receiving Party") agrees to: (a) hold the other party's confidential information in strict confidence using at least the same degree of care it applies to its own confidential information of similar sensitivity (and in no case less than reasonable care); (b) not disclose confidential information to any third party without prior written consent; and (c) use confidential information solely for the purpose of performing obligations or exercising rights under this Agreement.

This obligation continues for five (5) years after the termination or expiry of this Agreement.

Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly known through no breach by the Receiving Party.
• Was rightfully known to the Receiving Party before disclosure without restriction.
• Is independently developed by the Receiving Party without use of confidential information.
• Is required to be disclosed by law, court order, or regulatory authority (provided the Receiving Party gives prompt written notice to allow the disclosing party to seek a protective order).

11 Data Protection

We process your data in accordance with Bahrain's Personal Data Protection Law No. 30 of 2018.

Applicable Law

The collection and processing of personal data under this Agreement is governed by the Bahrain Personal Data Protection Law No. 30 of 2018("PDPL") and any implementing regulations. Our Privacy Policy, available at netguardapp.io/privacy-policy, sets out the full details of how we collect, use, and protect personal data.

Data Residency

Customer Data is stored and processed in the Middle East / Kingdom of Bahrain region (AWS me-south-1 or equivalent). Enterprise customers may request alternative data residency subject to availability and additional agreement.

Security Measures

NetGuard implements and maintains appropriate technical and organisational security measures, including:

• Encryption of Customer Data at rest using AES-256.
• Encryption of data in transit using TLS 1.2 or higher.
• Multi-factor authentication (MFA) for all Platform access.
• Role-based access controls (RBAC) with principle of least privilege.
• Regular third-party penetration testing and vulnerability assessments.
• Comprehensive audit logging of all data access and modifications.

Breach Notification

In the event of a confirmed personal data breach affecting Customer Data, NetGuard will notify Customer without undue delay and in any case within 72 hours of becoming aware. NetGuard will provide reasonable cooperation to assist Customer with its regulatory notification obligations.

12 Indemnification

You indemnify us for misuse. We indemnify you for IP infringement claims against the platform itself.

Customer Indemnification

Customer agrees to defend, indemnify, and hold harmless NetGuard and its affiliates, officers, directors, and employees from any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) Customer's use of the Service in violation of these Terms or applicable law; (b) Customer Data that infringes any third-party intellectual property rights; or (c) Customer's relationship with its Authorised Users or end customers.

NetGuard Indemnification

NetGuard will defend Customer against any third-party claim alleging that the Platform, as provided by NetGuard and used in accordance with these Terms, infringes a third party's patent, copyright, or trade mark, and will indemnify Customer for damages awarded in such a claim. This obligation does not apply if the claim arises from: (i) Customer Data or Customer's modifications to the Service; (ii) use of the Service in combination with third-party products not approved by NetGuard; or (iii) continued use after NetGuard has notified Customer of the infringement and provided a non-infringing workaround.

Indemnification Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing; (b) give the indemnifying party sole control of the defence and settlement (provided no settlement imposes unreasonable obligations on the indemnified party without its consent); and (c) provide reasonable cooperation at the indemnifying party's expense.

13 Term, Termination & Governing Law

Either party may terminate with 90 days' notice. Bahrain courts have exclusive jurisdiction.

Term

This Agreement commences on the date Customer first accepts these Terms and continues for the initial Subscription Term specified in the Order Form, and thereafter renews automatically in accordance with Section 5.

Termination by Customer

Customer may terminate this Agreement by providing 90 days' written notice to [email protected]. Access continues until the end of the notice period. No refunds are issued for any remaining prepaid subscription period except as provided in our Refund Policy.

Termination by NetGuard

NetGuard may terminate or suspend Customer's access immediately, with notice, if:

• Customer materially breaches these Terms and fails to cure within 30 days of written notice.
• Customer engages in fraudulent, illegal, or seriously harmful activity.
• NetGuard is required to do so by applicable law or court order.

NetGuard may also terminate the Service on 90 days' notice if it elects to discontinue the Service entirely.

Effect of Termination

Upon termination: (a) Customer's rights to use the Platform immediately cease; (b) any outstanding fees remain due and payable; (c) Customer Data will be available for download for 30 days post-termination, after which it will be permanently deleted in accordance with our data retention schedule; and (d) Sections 4, 9, 10, 11, 12, and this Section 13 survive termination.

Dispute Resolution

Before initiating formal proceedings, the parties will attempt to resolve any dispute through good-faith negotiation for at least 30 days after one party gives written notice of the dispute to the other.

If the dispute is not resolved through negotiation, either party may submit it to the competent courts of the Kingdom of Bahrain, with exclusive jurisdiction in Manama, Bahrain.

Governing Law

These Terms are governed by and construed in accordance with the laws of the Kingdom of Bahrain, without regard to conflict of law principles.

General Provisions

Entire Agreement: These Terms, together with any Order Form and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements regarding the Service.

Severability: If any provision is found unenforceable, it shall be modified to the minimum extent necessary, and the remaining Terms shall remain in full force.

Assignment:Customer may not assign these Terms without NetGuard's prior written consent. NetGuard may freely assign these Terms in connection with a merger, acquisition, or asset sale.

Force Majeure: Neither party shall be liable for delays caused by circumstances beyond its reasonable control, including acts of God, war, pandemic, government action, or widespread infrastructure failures.

Contact for Legal Notices: [email protected] — NetGuard CyberSecurity Company WLL, Seef District, Manama, Kingdom of Bahrain.