Legal document
Operator Agreement
Between: TNAADO Labs ("Tector") and the security firm or licensed transport operator accepting this agreement ("Operator")
§3.1 Nature of the relationship
Operator is an independent contractor. Nothing in this agreement creates a partnership, joint venture, agency, franchise, or employment relationship.
Tector does not direct, supervise, or control the manner in which Operator performs services. Operator retains sole discretion over:
- the rates it publishes on the platform;
- whether to accept or decline any booking request;
- which of its personnel is assigned to any accepted engagement;
- the manner, means, and methods of performing the services;
- the terms of service it presents to Clients.
Tector may present Operator with a filtered set of its own personnel matching a Client's stated requirements. Such presentation is a filter against Client criteria and is not a direction, recommendation as to competence, or requirement. The assignment decision is Operator's alone.
§3.2 Operator warranties
Operator represents, warrants and covenants on a continuing basis that:
(a) it holds all licences, registrations, and permits required to provide the services it offers, in every jurisdiction in which it accepts engagements, including without limitation Florida Chapter 493 licensure for security services and any applicable limousine or for-hire vehicle licensing;
(b) it maintains insurance of the types and in the amounts required by law and by this agreement;
(c) all personnel it assigns hold any individually required licences, certifications, and firearms authorisations applicable to the assignment;
(d) it has conducted background screening on all personnel to at least the standard required by applicable law;
(e) all documentation it uploads is authentic, current, and accurate;
(f) it will notify Tector without delay of any lapse, suspension, revocation, or non-renewal of any licence or insurance policy, and of any material incident, claim, arrest, or regulatory action involving personnel who have accepted engagements through the platform.
Documentation with a recorded expiry date will result in automatic suspension of Operator's ability to accept bookings upon expiry until updated.
§3.3 Operator's own terms
Operator will upload its own terms of service for presentation to Clients. On confirming a booking, the Client accepts those terms and enters into a direct contract with Operator. Tector is not a party to that contract.
Operator warrants that its terms are lawful, are not misleading, and do not purport to impose obligations on Tector. Operator's terms are version-recorded; the version presented at the time of a booking governs that booking.
§3.4 Fees and payment
Client payments are collected via Stripe and remitted to Operator's connected account, less Tector's facilitation fee.
The facilitation fee is calculated on a marginal, regressive basis — the rate decreases as engagement value increases. Current bands are published to Operator at firm.tector.app and form part of this agreement. Tector will give written notice of any change before it takes effect.
Payouts are remitted to Operator's connected Stripe account. Operator is responsible for its own taxes, for its personnel's wages and withholdings, and for all employment obligations.
§3.5 Non-circumvention
For twelve months following an introduction through the platform, Operator will not solicit or accept engagements from that Client outside the platform where the engagement arises from or relates to the platform introduction.
This section does not apply to a Client with whom Operator had a pre-existing documented relationship prior to the platform introduction.
§3.6 Acceptable use and Client conduct
Operator will not permit its personnel to be engaged as muscle, enforcement, debt collection, intimidation, or weapons for hire. Operator will decline any engagement it believes is sought for such a purpose and will report it.
Operator may rate Clients and may flag Client conduct. Operator retains the right to decline or terminate any engagement on safety, legal, or conduct grounds, in accordance with its own terms.
§3.7 Incidents
Operator is solely responsible for managing incidents occurring during an engagement, in accordance with its own procedures and applicable law, and for contacting emergency services where appropriate. Tector does not monitor engagements and provides no emergency response.
Following an incident, Operator will file a report through the platform, including a fault classification. Operator acknowledges that reports are immutable, encrypted, retained for two years or until any legal hold is lifted, and are used for platform moderation.
Operator acknowledges that a Tector review determines platform access only and is not a finding of fact, fault, or legal liability.
§3.8 Client data
Operator receives only a Client's pseudonym and stated service requirements. Operator will not require, request, or condition service upon a Client disclosing their legal name or other identifying information, except where compelled by law.
Where a Client voluntarily discloses information, Operator will process it lawfully, will not use it for any purpose other than performing the engagement, and will not retain it longer than necessary or share it with any third party except as required by law.
§3.9 Standby mode (optional)
Where Operator enables standby, it commits specified personnel to a defined window and zone at a standby rate it sets, and accepts that it bears the cost of unfilled standby time. Bookings within an active standby window may be dispatched without an acceptance step.
§3.10 Insurance, indemnity, liability
Operator will indemnify and hold harmless Tector from any claim, loss, or expense arising out of (a) the services Operator provides, (b) the acts or omissions of Operator or its personnel, (c) any breach of Operator's warranties, or (d) any claim by Operator's personnel relating to employment, wages, or working conditions.
Tector's total aggregate liability to Operator arising out of or relating to this agreement or the platform is capped, to the maximum extent permitted by law, at the total facilitation fees Tector actually collected in connection with Operator's engagements in the twelve (12) months immediately preceding the event giving rise to the claim. Tector shall not be liable to Operator for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, data, or goodwill, whether based in contract, tort, or otherwise. Nothing in this section limits either party's indemnification obligations under this agreement or excludes liability that cannot lawfully be excluded.
§3.11 Suspension and termination
Tector may suspend or terminate Operator's access immediately on lapse of licensing or insurance, on material breach, or following a review. Either party may terminate this agreement for convenience on thirty (30) days' written notice to the other. Confirmed bookings survive termination and must be performed or lawfully cancelled.
§3.12 Dispute resolution
(a) Agreement to arbitrate. Any dispute, claim, or controversy arising out of or relating to this agreement, the platform, or Operator's participation in it shall be resolved by binding individual arbitration, administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect (available at adr.org), rather than in court, except as provided in (d) below.
(b) Class action waiver. Operator and Tector each waive any right to participate in a class, collective, consolidated, or representative action against the other. The arbitrator may award relief only in favour of the individual party seeking it and only to the extent necessary to provide relief warranted by that party's individual claim.
(c) Seat, law, and costs. The seat of arbitration is Wilmington, Delaware, and the arbitration will be conducted in the English language, consistently with §1.14(c) of the client terms. This agreement, and any dispute arising out of or relating to it, is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Each party bears the AAA filing fee, case-management fee, and arbitrator's fees it would bear under the AAA Commercial Arbitration Rules, and its own attorneys' fees, unless the arbitrator awards costs or fees to the prevailing party.
(d) Exceptions. Either party may seek injunctive relief in court to protect intellectual property, confidential information, or the non-circumvention obligation in §3.5, or to prevent unauthorised access to the platform.
(e) Severability. If any part of this section is held unenforceable, that part shall be severed and the remainder shall continue in full force. If the class action waiver in (b) is held unenforceable as to a particular claim, that claim shall proceed in court and the remaining claims shall remain in arbitration.