ZeroBadge Terms of Service

Version 1.1 · Effective October 9, 2026

How these Terms are organized

These Terms of Service are one agreement made up of the five Parts below. Each Part says who it applies to. By accepting these Terms of Service you accept every Part that applies to you.

Until October 9, 2026, these Parts were published as five separate documents. Their wording has not changed.

In these Terms: (a) a reference to the "Terms of Service" in any Part, and to "these Terms" in Part 1, means Part 1; (b) a reference to the Master Service Agreement or "MSA", the Hardware Terms and Limited Warranty, the Data Processing Addendum or "DPA", or the Worker Terms and Tracking Notice or "Worker Terms" means the Part with that name; (c) a section number refers to the section of the same Part unless another Part or document is named; and (d) if Parts conflict, the order of priority in Part 1, Section 1.5 applies.

Part 1 — General Terms (everyone)

PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE DISCLAIMERS OF WARRANTIES (SECTION 12), LIMITS ON OUR LIABILITY (SECTION 13), AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (SECTION 15) THAT AFFECT YOUR LEGAL RIGHTS.

1. Who we are and what these Terms cover

1.1 These Terms of Service ("Terms") are an agreement between ZeroBadge ("ZeroBadge," "we," "us," "our"), and you. They govern your access to and use of our websites, web and mobile applications, worker portal, administrator dashboard, hardware badges, and related services (together, the "Service").

1.2 By creating an account, clicking to accept, activating or using a Badge, or otherwise using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1.3 If you use the Service on behalf of a company or other organization, you represent that you have authority to bind that organization, and "you" includes that organization.

1.4 Additional terms apply to certain users and are part of your agreement with us:
(a) Customers are also bound by the Master Service Agreement, the Hardware Terms and Limited Warranty, and the Data Processing Addendum.
(b) Workers are also bound by the Worker Terms and Tracking Notice.
(c) Our Privacy Policy and Cookie Policy describe how we handle information.

1.5 If these documents conflict, the order of priority is: (1) a signed order form that expressly overrides a specific term; (2) the Data Processing Addendum, for data protection matters; (3) the Master Service Agreement, for Customers; (4) the Worker Terms and Tracking Notice, for Workers; (5) the Hardware Terms and Limited Warranty; (6) these Terms.

2. Definitions

"Admin" means a person a Customer authorizes to manage its account.
"Badge" means a hardware device supplied by or through ZeroBadge for use with the Service.
"Customer" means the company or organization that subscribes to the Service and deploys Badges to its workforce.
"Customer Data" means data submitted to or collected through the Service for a Customer's account, including Device Data, Events, and Worker information.
"Device Data" means raw data transmitted by a Badge, including location signals, motion data, timestamps, battery level, button presses, and device identifiers.
"Events" means records the Service derives from Device Data, such as arrivals, departures, time on site, transit periods, and alerts.
"Worker" means an individual to whom a Customer assigns a Badge or a worker portal account.

3. Eligibility and accounts

3.1 You must be at least 18 years old to use the Service. The Service is offered only in the United States and is intended only for business and workforce use, not for personal, family, or household purposes.

3.2 You must give accurate information, keep your login credentials confidential, and tell us promptly at support@zerobadgetechnologies.com if you suspect unauthorized access. You are responsible for all activity under your account.

4. What the Service is, and what it is not

4.1 The Service is a workforce presence verification tool. It estimates when and where an active Badge was located and presents that information to the Customer as Events.

4.2 THE SERVICE IS A VERIFICATION AID ONLY. ZEROBADGE IS NOT A PAYROLL PROVIDER, PAYROLL PROCESSOR, TIMEKEEPING SYSTEM OF RECORD, EMPLOYER, JOINT EMPLOYER, CO-EMPLOYER, STAFFING AGENCY, PROFESSIONAL EMPLOYER ORGANIZATION, OR EMPLOYMENT AGENT. ZEROBADGE DOES NOT CALCULATE, DETERMINE, APPROVE, OR PAY WAGES, AND DOES NOT DECIDE HOW MANY HOURS ANY PERSON WORKED OR SHOULD BE PAID FOR.

4.3 ZeroBadge does not provide legal, tax, accounting, human resources, labor relations, safety, insurance, or compliance advice. Any templates, sample notices, checklists, or explanations we provide are general information offered as a convenience. They are not legal advice and may not be sufficient for your situation or jurisdiction.

4.4 All decisions about hiring, pay, hours, breaks, overtime, discipline, termination, and workplace policy are made solely by the Customer. ZeroBadge has no role in those decisions.

5. Accuracy and availability

5.1 Location and time information produced by the Service is an estimate. It depends on factors outside our control, including cellular coverage, nearby WiFi and Bluetooth signals, satellite visibility, building materials, weather, battery charge, device condition, third-party networks and data providers, and whether the Worker is carrying a powered-on Badge.

5.2 THE SERVICE MAY PRODUCE GAPS, DELAYS, DUPLICATES, AND ERRORS, INCLUDING SHOWING A PERSON AS PRESENT WHEN THEY WERE NOT, ABSENT WHEN THEY WERE PRESENT, OR AT A LOCATION OTHER THAN THEIR ACTUAL LOCATION. ZEROBADGE DOES NOT GUARANTEE THAT ANY HOURS, LOCATIONS, EVENTS, OR ALERTS ARE ACCURATE, COMPLETE, OR TIMELY.

5.3 Information from the Service must not be used as the sole basis for paying, not paying, disciplining, or terminating any person. The Customer must independently review and confirm it before relying on it.

5.4 We do not guarantee that the Service will be uninterrupted or error-free. We may modify, suspend, or discontinue any feature at any time. Cellular carriers may change or retire networks, which may affect Badges, and we are not responsible for those changes.

6. Safety and alert features

6.1 The Service may include motion detection, fall detection, alert buttons, mustering, or similar features ("Safety Features"). Safety Features are supplemental conveniences.

6.2 THE SERVICE IS NOT A SAFETY DEVICE, MEDICAL DEVICE, LIFE-SAFETY SYSTEM, OR EMERGENCY SERVICE. ZEROBADGE DOES NOT MONITOR ALERTS, DOES NOT DISPATCH HELP, AND DOES NOT CONTACT 911 OR ANY EMERGENCY RESPONDER. SAFETY FEATURES MAY FAIL TO DETECT AN INCIDENT, MAY SEND FALSE ALERTS, AND MAY DELIVER ALERTS LATE OR NOT AT ALL. IN AN EMERGENCY, CALL 911.

6.3 Safety Features do not replace supervision, training, protective equipment, a safety program, or compliance with occupational safety laws, all of which remain the Customer's sole responsibility.

7. Acceptable use

You will not, and will not allow anyone else to:
(a) use the Service to track any person without the notice and consent required by law, or to track anyone covertly;
(b) use the Service to track a person outside working time, or anyone who is not a Worker of the Customer;
(c) attach a Badge to a vehicle, object, or person to monitor someone who has not been notified and has not consented;
(d) use the Service to stalk, harass, intimidate, discriminate, or retaliate against anyone, or to interfere with legally protected activity;
(e) carry, wear, or activate a Badge assigned to another person, or let another person use yours;
(f) tamper with, open, modify, reverse engineer, or interfere with a Badge, its SIM, or the Service, except where the law does not allow this restriction;
(g) resell, sublicense, or provide the Service to third parties without our written consent;
(h) use the Service outside the United States, in violation of any law, or in any environment where a Badge could create a hazard;
(i) access the Service to build a competing product, scrape it, or probe or bypass its security; or
(j) upload malicious code or unlawful content.

8. Ownership and license

8.1 We and our licensors own the Service, including all software, firmware configurations, designs, documentation, and trademarks. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Service for the Customer's internal business purposes.

8.2 As between the parties, the Customer owns Customer Data. The Customer grants us the rights needed to provide, secure, support, and improve the Service as described in the Data Processing Addendum.

8.3 We may create and use aggregated or de-identified data derived from use of the Service for any lawful purpose, provided it does not identify any Customer or individual. We will not attempt to re-identify it.

8.4 If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free right to use them without restriction or compensation.

9. Third-party services

The Service relies on third parties, including cellular carriers, cloud hosting, mapping, location-data, payment, authentication, and messaging providers. We are not responsible for their acts, omissions, outages, coverage, or accuracy. Your use of third-party services may be subject to their terms.

10. Fees

Fees, billing, and renewal for Customers are set out in the Master Service Agreement and any order form. Workers are not charged by ZeroBadge.

11. Electronic communications, electronic signatures, and text messages

11.1 You consent to receive agreements, notices, and disclosures from us electronically, and you agree that electronic acceptance (such as clicking a button or checking a box) is a valid signature with the same effect as a handwritten one. You may request a copy of any document you accepted by contacting support@zerobadgetechnologies.com. To use the Service you need a device with internet access and a current web browser.

11.2 If you provide a mobile number, you agree that we may send account, login, onboarding, and service-related text messages to it. Message frequency varies. Message and data rates may apply. Reply STOP to opt out or HELP for help. Opting out of texts may limit your ability to use parts of the Service. A Customer that gives us a Worker's phone number or email represents that it has the right and any consent needed to do so.

12. Disclaimer of warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE, THE BADGES, AND ALL DATA, EVENTS, ALERTS, AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN THE HARDWARE TERMS AND LIMITED WARRANTY, ZEROBADGE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ZEROBADGE DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, COMPLY WITH ANY LAW APPLICABLE TO YOUR BUSINESS, REDUCE YOUR COSTS, PREVENT ANY LOSS, INJURY, OR FRAUD, OR AFFECT ANY INSURANCE PREMIUM OR RATING. NO STATEMENT BY ZEROBADGE OR ITS REPRESENTATIVES, ORAL OR WRITTEN, CREATES A WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

13. Limitation of liability

13.1 TO THE FULLEST EXTENT PERMITTED BY LAW, ZEROBADGE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, SUPPLIERS, AND LICENSORS (THE "ZEROBADGE PARTIES") WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST WAGES, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

13.2 WITHOUT LIMITING SECTION 13.1, THE ZEROBADGE PARTIES WILL NOT BE LIABLE FOR ANY CLAIM, LOSS, PENALTY, OR DAMAGE ARISING FROM: (A) ANY OVERPAYMENT, UNDERPAYMENT, OR DISPUTE OVER WAGES, HOURS, OVERTIME, BREAKS, OR BENEFITS; (B) ANY INACCURATE, MISSING, OR DELAYED LOCATION, TIME, EVENT, OR ALERT; (C) ANY EMPLOYMENT DECISION; (D) ANY FAILURE OF A CUSTOMER TO GIVE NOTICE TO, OR OBTAIN CONSENT FROM, ITS WORKERS OR THEIR REPRESENTATIVES; (E) ANY FAILURE OF A SAFETY FEATURE; OR (F) ANY ACT OR OMISSION OF A CUSTOMER, WORKER, CARRIER, OR OTHER THIRD PARTY.

13.3 TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE ZEROBADGE PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED: (A) FOR A CUSTOMER, THE FEES THE CUSTOMER PAID TO ZEROBADGE FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; AND (B) FOR ANY OTHER PERSON, ONE HUNDRED U.S. DOLLARS (US $100).

13.4 These limits apply even if a remedy fails of its essential purpose, and they are a fundamental basis of the bargain between you and us. Some jurisdictions do not allow certain exclusions or limits, so some of the above may not apply to you. Nothing in these Terms limits liability that cannot be limited by law.

14. Indemnification

To the fullest extent permitted by law, you will defend, indemnify, and hold harmless the ZeroBadge Parties from and against all claims, demands, losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of these Terms; (b) your violation of any law or the rights of any person; or (c) your misuse of the Service or a Badge. Customers have additional indemnification obligations under the Master Service Agreement. A Worker's obligations under this Section are limited as stated in the Worker Terms and Tracking Notice.

15. Dispute resolution, binding arbitration, and class action waiver

15.1 Informal resolution first. Before starting any proceeding, the party with a dispute must send a written description of it to the other party (to us at support@zerobadgetechnologies.com) and allow 60 days to resolve it informally. Any limitations period is paused during those 60 days.

15.2 Agreement to arbitrate. If the dispute is not resolved, you and ZeroBadge agree that any dispute, claim, or controversy arising out of or relating to the Service, the Badges, or any agreement with us (a "Dispute") will be resolved by binding individual arbitration and not in court, except as stated in Section 15.6. The Federal Arbitration Act governs this Section 15.

15.3 Rules and location. Arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules for Disputes with a Customer, and under its Consumer Arbitration Rules for Disputes with an individual acting on their own behalf. For Customers, the arbitration will take place in San Diego County, California, or remotely. For individuals, it will take place in the county where the individual lives or remotely, at the individual's choice. Payment of fees will follow the AAA rules. The arbitrator may award any individual relief a court could award, and judgment on the award may be entered in any court with jurisdiction.

15.4 CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND ZEROBADGE MAY BRING DISPUTES ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON. IF THIS WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THAT CLAIM OR REQUEST WILL BE SEVERED AND DECIDED IN COURT AFTER THE ARBITRATION OF ALL OTHER CLAIMS IS COMPLETE.

15.5 WAIVER OF JURY TRIAL. BY AGREEING TO ARBITRATION, YOU AND ZEROBADGE EACH WAIVE THE RIGHT TO A TRIAL BY JURY.

15.6 Exceptions. Either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek injunctive relief in court to protect intellectual property or confidential information, or to stop unauthorized use of the Service.

15.7 Right to opt out (individuals only). An individual acting on their own behalf, including a Worker, may opt out of this Section 15 by emailing support@zerobadgetechnologies.com within 30 days after first accepting these Terms, with their name, the email or phone number on their account, and a statement that they opt out of arbitration. Opting out does not affect any other part of these Terms and will not affect the individual's access to the Service.

15.8 Time limit. To the fullest extent permitted by law, any Dispute must be commenced within one (1) year after the claim arose, or it is permanently barred.

15.9 If any part of this Section 15 is found unenforceable, the rest remains in effect, except as stated in Section 15.4.

16. Governing law and venue

These Terms are governed by the laws of the State of California and applicable federal law, without regard to conflict-of-laws rules. Subject to Section 15, the state and federal courts located in San Diego County, California, have exclusive jurisdiction over any court proceeding, and you consent to personal jurisdiction and venue there. This Section does not deprive an individual of any protection of the law of the state where they live that cannot be waived by agreement.

17. Changes, suspension, and termination

17.1 We may update these Terms. If a change is material, we will give at least 30 days' notice through the Service or by email before it takes effect. Continued use after the effective date means you accept the change. Changes to Section 15 do not apply to a Dispute we already had written notice of.

17.2 We may suspend or terminate access to the Service at any time if we reasonably believe there has been a violation of these Terms or of law, a security risk, or non-payment, or if required by law or by a carrier or supplier.

17.3 Sections 4 through 9 and 11 through 18 survive termination.

18. General

18.1 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, it will be enforced to the maximum extent permitted and modified only as far as needed to make it enforceable, and the remaining provisions will stay in full effect.

18.2 Entire agreement. These Terms and the documents listed in Section 1.4 are the entire agreement between you and us about the Service and replace all earlier agreements, proposals, and statements on that subject. You have not relied on any statement not written in these documents.

18.3 No waiver. Our failure to enforce a provision is not a waiver. A waiver must be in writing and signed by us.

18.4 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign them without consent, including in a merger, acquisition, financing, or sale of assets.

18.5 Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary, or employment relationship between ZeroBadge and any Customer, Admin, or Worker.

18.6 No third-party beneficiaries. Except for the ZeroBadge Parties, no one who is not a party has rights under these Terms. Workers are not third-party beneficiaries of any agreement between ZeroBadge and a Customer.

18.7 Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including natural disasters, power, internet, cellular, or satellite outages, supplier or carrier failures, labor disputes, government action, epidemics, or acts of war or terrorism.

18.8 Notices. We may give notice through the Service, by email, or by text to the contact details on your account. Legal notices to us must be sent to support@zerobadgetechnologies.com.

18.9 Export and sanctions. You will comply with U.S. export control and sanctions laws and will not use or transfer the Service or Badges in violation of them.

18.10 Interpretation. Headings are for convenience only. "Including" means "including without limitation." These Terms will not be construed against either party as the drafter.

18.11 California notice. Under California Civil Code Section 1789.3, California users may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

18.12 Contact. ZeroBadge. Support: support@zerobadgetechnologies.com. Legal: support@zerobadgetechnologies.com.

Part 2 — Master Service Agreement (Customers)

This Master Service Agreement ("MSA") is between ZeroBadge ("ZeroBadge"), and the organization identified at signup or in an order form ("Customer"). It governs Customer's subscription to the ZeroBadge platform and its purchase and use of Badges. Capitalized terms not defined here have the meanings in the ZeroBadge Terms of Service.

THIS MSA PLACES RESPONSIBILITY FOR EMPLOYMENT LAW COMPLIANCE, WORKER NOTICE AND CONSENT, AND ALL PAY DECISIONS ON CUSTOMER. PLEASE READ SECTIONS 5, 6, 10, AND 11 CAREFULLY.

1. Structure and acceptance

1.1 This MSA incorporates the Terms of Service, the Hardware Terms and Limited Warranty, the Data Processing Addendum ("DPA"), and each order form. The order of priority is stated in Section 1.5 of the Terms of Service.

1.2 Customer accepts this MSA by signing an order form, completing checkout, clicking to accept, or using the Service. The individual accepting represents that they are authorized to bind Customer.

1.3 Customer's purchase orders, vendor forms, or other terms do not apply and are rejected, even if ZeroBadge does not object to them.

2. Order forms, fees, and payment

2.1 Order forms. Badge quantities, pricing, billing frequency, and start date are set in an order form or in the billing configuration of Customer's account.

2.2 Fees. Unless an order form says otherwise, fees consist of (a) a one-time hardware fee for each Badge purchased, and (b) a recurring monthly platform fee for each Badge assigned to a Worker in Customer's account at any time during the billing period. Reassigning a Badge among Customer's own Workers does not trigger a new hardware fee. Deactivating a Badge takes effect at the end of the then-current billing period.

2.3 Automatic renewal. THE SUBSCRIPTION RENEWS AUTOMATICALLY EACH BILLING PERIOD, AND CUSTOMER AUTHORIZES ZEROBADGE TO CHARGE THE PAYMENT METHOD ON FILE FOR EACH RENEWAL UNTIL CUSTOMER CANCELS. Customer may cancel at any time in the account's billing settings or by emailing support@zerobadgetechnologies.com. Cancellation takes effect at the end of the then-current billing period.

2.4 Payment. Fees are charged through our payment processor to the payment method Customer provides. Invoices are due on receipt unless an order form says otherwise. All fees are stated and payable in U.S. dollars.

2.5 No refunds. Except as expressly stated in the Hardware Terms and Limited Warranty or required by law, all fees are non-refundable and non-cancellable once charged, including for partial periods and unused Badges.

2.6 Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer will reimburse reasonable collection costs, including attorneys' fees. ZeroBadge may suspend the Service for any account more than 15 days past due after notice.

2.7 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, and similar taxes other than taxes on ZeroBadge's net income.

2.8 Price changes. ZeroBadge may change recurring fees on at least 30 days' notice, effective at the next billing period after the notice period.

2.9 Disputes and chargebacks. Customer must notify ZeroBadge of any billing dispute within 30 days of the charge. Customer will not initiate a chargeback without first giving ZeroBadge 15 days to resolve the dispute.

3. Hardware

The purchase, delivery, risk of loss, warranty, and safe use of Badges are governed by the Hardware Terms and Limited Warranty. Customer is responsible for the physical security, charging, distribution, and daily handling of Badges, and for lost, stolen, or damaged Badges.

4. Support and service levels

ZeroBadge provides reasonable support for account, dashboard, and connectivity issues through the channels shown in the dashboard. ZeroBadge makes no commitment as to uptime, response time, or resolution time unless a signed service-level addendum says otherwise.

5. Customer's responsibilities

5.1 Customer is the employer. As between the parties, Customer is solely and exclusively responsible for its workforce and for compliance with every federal, state, and local law that applies to it as an employer or hiring entity, in every jurisdiction where its Workers are located. ZeroBadge is not an employer, joint employer, or agent of Customer and has no responsibility for Customer's compliance.

5.2 Notice and consent. Before any Badge is issued to or activated for a Worker, Customer will, at its own expense, give every notice and obtain every consent, acknowledgment, and authorization required by law for the collection and use of location, movement, and other data through the Service. This includes requirements under electronic tracking and electronic monitoring laws, privacy laws (including the California Consumer Privacy Act where it applies to Customer), and any law requiring written notice, signed acknowledgment, posted notice, annual notice, or notice in a language the Worker understands. Customer will keep records sufficient to prove compliance and will provide them to ZeroBadge on request.

5.3 ZeroBadge's consent tools are a convenience. ZeroBadge may display a tracking notice and record a Worker's acknowledgment in the worker portal. That tool is provided as a convenience to Customer and on Customer's behalf. ZeroBadge does not represent that it satisfies any legal requirement that applies to Customer. Customer is solely responsible for deciding whether additional or different notice, consent, posting, translation, or bargaining is required, and for doing it.

5.4 Collective bargaining and local rules. Before deploying Badges, Customer will confirm that their use is permitted under, and will comply with, every collective bargaining agreement, project labor agreement, union or works rule, contract with an owner or general contractor, site rule, public works or prevailing wage requirement, and state, county, or city law or policy that applies to Customer or its Workers. Customer is solely responsible for any bargaining, notice, or approval those require.

5.5 Wage and hour compliance. Customer is solely responsible for: determining hours worked and compensable time, including travel time, waiting time, and on-call time; minimum wage, overtime, and premium pay; meal and rest periods and related records and premiums; pay stubs and wage statements; timekeeping and payroll records required by law; prevailing wage and certified payroll; and worker classification.

5.6 Review before reliance. Customer will independently review, verify, and where necessary correct all information from the Service before using it for payroll, billing, discipline, or any other decision. Customer will not use information from the Service as the sole basis for paying, not paying, disciplining, or terminating any person, and will give each Worker a fair way to dispute and correct information about them.

5.7 Customer's own records. The Service is not Customer's system of record. Customer is responsible for exporting and keeping its own copies of any information it is legally required to retain, for as long as the law requires. ZeroBadge's retention periods are stated in the DPA and Privacy Policy. ZeroBadge does not guarantee that any data will be available at any particular time.

5.8 Working time only. Customer will not require or cause Workers to carry an active Badge during unpaid meal periods, off-duty time, or any other time when tracking is not lawful, and will tell Workers that they may switch the Badge off during those times. Customer will not use the Service to monitor Workers' lawful off-duty conduct or legally protected activity.

5.9 Adults only. Customer will not assign a Badge or portal account to anyone under 18.

5.10 Worker questions and privacy requests. Customer is the first point of contact for its Workers' questions, complaints, disputes, and requests to access, correct, or delete their information, and will respond as required by law. ZeroBadge may refer Workers to Customer.

5.11 Safety. Customer is solely responsible for workplace safety, supervision, emergency response, and compliance with occupational safety and health laws. Customer will not rely on Safety Features as a substitute for any of these and will tell its Workers and supervisors that ZeroBadge does not monitor alerts or contact emergency services.

5.12 Admins and accuracy of setup. Customer is responsible for its Admins, for the accuracy of the sites, locations, Worker assignments, and settings it configures, and for all activity in its account.

5.13 Communications to Workers. Customer has the right to provide each Worker's name, email address, and mobile number to ZeroBadge and has obtained any consent required for ZeroBadge to send that Worker onboarding and service-related emails and text messages.

5.14 Acceptable use. Customer will comply, and will cause its Admins and Workers to comply, with Section 7 of the Terms of Service.

6. Customer's representations and warranties

Customer represents and warrants, on acceptance and continuously during the term, that: (a) it is validly organized and authorized to enter into this MSA; (b) it has complied and will comply with Section 5; (c) it has given all notices and obtained all consents required by law before any Worker's data is collected; (d) its use of the Service does not violate any collective bargaining agreement, contract, or law; (e) all information it provides is accurate; and (f) it is purchasing Badges and the Service for commercial use and not for personal, family, or household purposes.

7. Data

7.1 ZeroBadge processes Customer Data as Customer's service provider and processor under the DPA. Customer is the business and controller of Customer Data and is responsible for the lawfulness of its collection and of its instructions to ZeroBadge.

7.2 Legal process. ZeroBadge may disclose Customer Data when it reasonably believes disclosure is required by subpoena, court order, or other legal process. Where legally permitted, ZeroBadge will first notify Customer so that Customer may object at its own expense. Customer will reimburse ZeroBadge's reasonable costs, including attorneys' fees and staff time, of responding to legal process, audits, or investigations relating to Customer or its Workers.

8. Confidentiality

Each party will protect the other's non-public business, technical, and pricing information using at least the care it uses for its own similar information and no less than reasonable care, will use it only to perform under this MSA, and will disclose it only to employees, contractors, and advisors who need it and are bound by similar duties. These duties do not apply to information that is or becomes public through no fault of the recipient, was already lawfully known to the recipient, is independently developed, or must be disclosed by law (with prompt notice where permitted). These duties last for three years after termination and, for trade secrets, for as long as they remain trade secrets.

9. Disclaimers

Sections 4, 5, 6, and 12 of the Terms of Service apply to Customer in full. WITHOUT LIMITING THEM, CUSTOMER ACKNOWLEDGES THAT ZEROBADGE IS A VERIFICATION AID ONLY, IS NOT A PAYROLL PROVIDER, DOES NOT GUARANTEE THE ACCURACY OF ANY HOURS, LOCATIONS, EVENTS, OR ALERTS, AND HAS MADE NO PROMISE THAT THE SERVICE WILL REDUCE PAYROLL COSTS, PREVENT FRAUD, PREVENT INJURY, ENSURE LEGAL COMPLIANCE, OR AFFECT ANY INSURANCE PREMIUM, EXPERIENCE MODIFICATION, OR RATING.

10. Limitation of liability

Section 13 of the Terms of Service applies to this MSA in full. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE ZEROBADGE PARTIES UNDER THIS MSA, THE HARDWARE TERMS, THE DPA, AND ALL ORDER FORMS COMBINED WILL NOT EXCEED THE FEES CUSTOMER PAID TO ZEROBADGE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. The limits in Section 13 of the Terms of Service do not limit Customer's payment obligations or Customer's obligations under Section 11.

11. Indemnification by Customer

11.1 To the fullest extent permitted by law, Customer will defend, indemnify, and hold harmless the ZeroBadge Parties from and against all claims, demands, suits, investigations, and proceedings brought by any third party (including any Worker, former Worker, applicant, union or labor organization, government agency, general contractor, owner, or insurer), and all resulting losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and expert fees), arising out of or relating to:
(a) wages, hours, overtime, meal or rest periods, wage statements, recordkeeping, classification, or any other employment or labor law;
(b) any hiring, pay, discipline, termination, or other employment decision;
(c) any failure or alleged failure to give notice to, or obtain consent from, any Worker or labor organization, or any claim that tracking or monitoring of a Worker was unlawful or invaded privacy;
(d) any collective bargaining agreement, grievance, or unfair labor practice charge;
(e) Customer's or its Workers' use of the Service or the Badges, including reliance on any information from the Service;
(f) workplace injury, illness, or death, or any safety or emergency response matter;
(g) Customer's breach of this MSA or violation of law; or
(h) Customer Data, or Customer's instructions regarding it.

11.2 ZeroBadge will give Customer prompt notice of a claim (delay relieves Customer only to the extent it is materially prejudiced). ZeroBadge may choose to control its own defense with counsel of its choice at Customer's expense, or to tender the defense to Customer. Customer will not settle any claim in a way that admits fault by, or imposes any obligation on, a ZeroBadge Party without ZeroBadge's prior written consent.

11.3 Customer's obligations under this Section do not apply to the extent a claim is finally determined to have resulted from ZeroBadge's gross negligence, fraud, or willful misconduct.

12. Insurance

During the term, Customer will maintain workers' compensation insurance as required by law and commercial general liability insurance in commercially reasonable amounts, and will provide proof on request.

13. Term and termination

13.1 This MSA starts on acceptance and continues month to month, or for the term in an order form, renewing automatically until terminated.

13.2 Either party may terminate for convenience effective at the end of the then-current billing period by giving notice (Customer through its billing settings or to support@zerobadgetechnologies.com). ZeroBadge may terminate or suspend immediately for non-payment, breach of Section 5 or 6, violation of the acceptable use rules, or risk to the Service or to any person.

13.3 On termination: Customer's access ends; all unpaid fees become due; no fees are refunded; Customer may export its data for 30 days after termination if its account is in good standing; and ZeroBadge will handle Customer Data as stated in the DPA. Sections 2 (as to amounts owed), 5.7, 6 through 11, 13.3, and 15 survive.

14. Publicity

ZeroBadge may identify Customer by name and logo as a customer on its website and in sales materials. Customer may opt out at any time by emailing support@zerobadgetechnologies.com.

15. General

15.1 Sections 15 (Dispute resolution), 16 (Governing law and venue), and 18 (General) of the Terms of Service apply to this MSA, including severability, entire agreement, no waiver, force majeure, and notices.

15.2 Assignment. Customer may not assign this MSA without ZeroBadge's prior written consent. ZeroBadge may assign it without consent, including in connection with a merger, acquisition, financing, or sale of assets. This MSA binds and benefits permitted successors and assigns.

15.3 Severability. If any provision of this MSA is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will stay in full effect.

15.4 Changes. ZeroBadge may update this MSA on at least 30 days' notice. Continued use after the effective date is acceptance.

15.5 Contact. ZeroBadge, support@zerobadgetechnologies.com.

Part 3 — Hardware Terms and Limited Warranty (Customers)

These terms apply to every Badge supplied by ZeroBadge ("ZeroBadge") and are part of the Master Service Agreement.

1. Commercial sale

Badges are sold to businesses for commercial workforce use only, and not for personal, family, or household use. Badges are manufactured by a third party and supplied by ZeroBadge for use with the ZeroBadge Service.

2. Delivery, title, and risk of loss

Delivery dates are estimates. Risk of loss passes to Customer when ZeroBadge delivers the Badges to the carrier. Title to each Badge passes to Customer when ZeroBadge receives full payment of the hardware fee for it. Customer must report shipping damage or shortages within 7 days of delivery.

3. What Customer owns, and what it does not

Customer owns the physical Badge once paid for. Customer does not own the software, firmware, configuration, device credentials, or any SIM or eSIM profile in the Badge, which are licensed for use only with the Service and remain the property of ZeroBadge or its suppliers. A Badge will not function without an active ZeroBadge subscription. ZeroBadge has no obligation to unlock, reconfigure, or support a Badge for use with any other service.

4. Connectivity

Badges rely on third-party cellular networks, WiFi and Bluetooth signals, and satellite systems. Coverage and performance vary by location and are not guaranteed. Carriers may change or retire network technologies, which may reduce or end a Badge's ability to connect. ZeroBadge is not liable for those changes and is not required to replace affected Badges.

5. Safe use

5.1 Each Badge contains a rechargeable lithium battery and radio transmitters. Customer will make sure its Workers follow these rules:
(a) Use only the charging accessory supplied for the Badge. Do not charge unattended on or near flammable materials.
(b) Do not crush, puncture, open, bend, heat, burn, or modify a Badge. Do not expose it to temperatures outside the manufacturer's stated range.
(c) Stop using and isolate any Badge that is swollen, damaged, leaking, unusually hot, or smoking, and contact support@zerobadgetechnologies.com.
(d) Dispose of Badges as electronic waste under local law. Do not put them in household trash or fire.

5.2 UNLESS ZEROBADGE HAS CONFIRMED IN WRITING THAT A SPECIFIC BADGE MODEL IS CERTIFIED FOR IT, BADGES ARE NOT INTRINSICALLY SAFE AND MUST NOT BE USED IN EXPLOSIVE OR HAZARDOUS ATMOSPHERES, CONFINED SPACES WITH FLAMMABLE GAS OR DUST, BLASTING AREAS, OR ANYWHERE RADIO TRANSMITTERS OR BATTERY-POWERED DEVICES ARE PROHIBITED.

5.3 Persons with implanted medical devices should consult their physician and the device maker before carrying any radio-transmitting device close to the body.

5.4 Customer is responsible for deciding whether a Badge is suitable and safe for each jobsite and task, and for any site rules about electronic devices.

6. Limited warranty

6.1 ZeroBadge warrants to the original Customer that each new Badge will be free from material defects in materials and workmanship under normal use for ninety (90) days from the delivery date (the "Warranty Period").

6.2 This warranty does not cover: normal wear; battery capacity loss from ordinary use; cosmetic damage; loss or theft; damage from drops, crushing, liquids beyond the product's rating, heat, misuse, unauthorized charging accessories, opening, or modification; use contrary to these terms; or problems caused by networks, coverage, or third-party services.

6.3 Sole remedy. If a Badge fails to meet this warranty and Customer notifies support@zerobadgetechnologies.com within the Warranty Period and returns the Badge as instructed, ZeroBadge will, at its option, repair it, replace it with a new or refurbished Badge, or refund the hardware fee paid for it. THIS IS CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND ZEROBADGE'S ENTIRE LIABILITY, FOR ANY DEFECTIVE BADGE. A replacement is covered for the remainder of the original Warranty Period.

6.4 EXCEPT FOR THE LIMITED WARRANTY IN THIS SECTION 6, BADGES ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, ZEROBADGE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Returns and replacements

Except under Section 6, all Badge sales are final. Lost, stolen, or damaged Badges are Customer's responsibility and may be replaced at ZeroBadge's then-current hardware fee. Customer must notify ZeroBadge promptly of a lost or stolen Badge so it can be deactivated. Recurring fees continue for a Badge until it is deactivated in the account.

8. Limitation of liability

The limitation of liability in the Terms of Service and the Master Service Agreement applies to all claims relating to Badges, to the fullest extent permitted by law.

9. Regulatory information

Changes or modifications to a Badge not expressly approved by the party responsible for compliance could void the user's authority to operate the equipment. Customer will not remove or obscure any regulatory label or marking on a Badge.

Part 4 — Data Processing Addendum (Customers)

This Data Processing Addendum ("DPA") is part of the Master Service Agreement between ZeroBadge ("ZeroBadge") and Customer.

1. Roles

Customer is the "business" and "controller" of personal information about its Workers and Admins that is processed through the Service ("Customer Personal Information"). ZeroBadge is Customer's "service provider" and "processor." Customer determines the purposes of the processing and is responsible for its lawfulness, including all notices and consents.

2. Purpose and scope

2.1 ZeroBadge will process Customer Personal Information only for the limited and specified business purposes of providing, securing, maintaining, supporting, and improving the Service for Customer, as described in the MSA and Privacy Policy, and as Customer otherwise instructs in writing.

2.2 Subject matter and types of data. Worker name, contact details, employer, and role; Badge assignment; Device Data including precise location derived from cellular, WiFi, Bluetooth, and satellite signals, motion data, button presses, battery level, device identifiers, and timestamps; Events; acknowledgment records; and portal usage data. Admin name, contact details, and account activity.

2.3 Duration. For the term of the MSA and the retention periods in Section 7.

3. ZeroBadge's commitments

ZeroBadge will not:
(a) sell or share Customer Personal Information, as those terms are defined in the California Consumer Privacy Act ("CCPA");
(b) retain, use, or disclose Customer Personal Information for any purpose other than the business purposes in Section 2, or outside the direct business relationship between ZeroBadge and Customer, except as the CCPA permits a service provider to do;
(c) combine Customer Personal Information with personal information it receives from other sources, except as the CCPA permits a service provider to do.

ZeroBadge will comply with the obligations that apply to it as a service provider under the CCPA and other applicable privacy laws and will provide the level of privacy protection those laws require. ZeroBadge will notify Customer if it determines it can no longer meet these obligations. Customer may, on reasonable notice, take reasonable and appropriate steps to confirm that ZeroBadge uses Customer Personal Information consistently with Customer's legal obligations, and to stop and remediate any unauthorized use.

4. Sub-processors

Customer authorizes ZeroBadge to use sub-processors, including providers of cloud hosting, databases, authentication, cellular connectivity, device messaging, location services, mapping, payments, email and text messaging, and error monitoring. ZeroBadge will bind each sub-processor to written obligations consistent with this DPA and remains responsible for their performance of those obligations. The current list is in the Privacy Policy and may be updated from time to time.

5. Security

ZeroBadge will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Personal Information, including encryption in transit, access controls, and restricted internal access to Device Data. No system is perfectly secure, and ZeroBadge does not guarantee that unauthorized access will never occur.

6. Security incidents

If ZeroBadge becomes aware of unauthorized access to Customer Personal Information in its systems, it will notify Customer without unreasonable delay and provide the information reasonably available to it. Customer is responsible for any notices to Workers, regulators, or others that the law requires of Customer. Notice of an incident is not an admission of fault.

7. Retention and deletion

7.1 Device Data. Raw Device Data, including raw location readings, is deleted or irreversibly de-identified within 90 days after collection.

7.2 Events and related records. Events, Badge assignment history, and Worker acknowledgment records are retained for four (4) years from the date they are created and are then deleted or irreversibly de-identified. These periods continue after termination of the MSA unless Customer requests earlier deletion in writing and no law or legal hold requires ZeroBadge to keep the data.

7.3 Backups. Copies in backup systems are overwritten in the ordinary course after the periods above.

7.4 Exceptions. ZeroBadge may retain data longer where required by law, legal process, or a legal hold, or to establish or defend legal claims, and may retain aggregated or de-identified data indefinitely.

7.5 Customer's records. Customer is responsible for exporting and retaining any records it is legally required to keep. ZeroBadge is not Customer's recordkeeper.

8. Individual requests

Customer is responsible for responding to requests from Workers and others to exercise privacy rights. If ZeroBadge receives such a request about Customer Personal Information, it may direct the individual to Customer, and it will give Customer reasonable assistance, at Customer's expense, in responding.

9. Location of processing

Customer Personal Information is processed and stored in the United States. The Service is not offered for use outside the United States.

10. General

The limitation of liability in the MSA applies to this DPA. If this DPA conflicts with the MSA on a data protection matter, this DPA controls. If any provision of this DPA is held unenforceable, the rest remains in effect.

Part 5 — Worker Terms and Tracking Notice (Workers)

Part A: Tracking Notice (please read this first)

Who is involved. Your employer (or the company you work for) has chosen to use ZeroBadge badges. ZeroBadge provides the badge and software to your employer and handles your information on your employer's behalf. Your employer decides whether and how badges are used at your workplace.

ZeroBadge also keeps your name, your phone number or email, your employer, your badge assignment, and a record of your activity in this portal, including this acknowledgment.

What is not collected. The badge does not record audio, video, photos, or biometric information such as fingerprints or face scans. When the badge is switched off, it does not collect or send anything.

Why it is collected. To help your employer verify when badge holders were at job sites and other work locations, to support your employer's timekeeping review, and to support safety features your employer has turned on.

Who can see it. Authorized people at your employer can see events such as arrivals, departures, time on site, and alerts. ZeroBadge staff and the service providers that help run ZeroBadge can access information when needed to operate, secure, and support the service. ZeroBadge does not sell your information and does not use it for advertising. Information may be disclosed when required by law, such as in response to a subpoena.

How long it is kept. Raw location readings are deleted within 90 days. Events and this acknowledgment are kept for 4 years and then deleted, unless the law requires them to be kept longer.

Your choices. You can switch your badge off, and it will stop collecting. You may switch it off during unpaid meal breaks and when you are off duty. Your employer may have its own rules about wearing the badge during work time. Those rules are your employer's, not ZeroBadge's. If you no longer agree to tracking, switch the badge off and tell your employer.

Your pay. ZeroBadge is not a payroll company and does not decide your hours or your pay. Badge information is an estimate and can be wrong. Your employer is responsible for your pay and for reviewing badge information before using it. If you think your hours or pay are wrong, contact your employer.

Safety. ZeroBadge does not monitor alerts and does not contact emergency services. Alerts can fail. In an emergency, call 911.

Questions and privacy requests. Contact your employer first. You may also contact ZeroBadge at support@zerobadgetechnologies.com. More detail is in the ZeroBadge Privacy Policy.

Part B: Worker Terms

1. Agreement. These Worker Terms are between you and ZeroBadge ("ZeroBadge"). By accepting them or using a badge or the worker portal, you agree to them and to the ZeroBadge Terms of Service, which are incorporated here. If these Worker Terms conflict with the Terms of Service, these Worker Terms control for you.

2. Consent. You have read Part A and you consent to the collection, use, and storage of the information described there while your badge is switched on.

3. You must be 18. You confirm that you are at least 18 years old.

4. Your badge. You will use only the badge assigned to you. You will not let anyone else carry, wear, or activate your badge, and you will not carry anyone else's. You will not tamper with, open, or modify the badge. You will follow the safe-use instructions your employer gives you.

5. Your employer is responsible for your employment. ZeroBadge is not your employer and does not act as your employer's agent in any employment decision. Your employer alone decides your hours, pay, breaks, discipline, and all other terms of your work, and alone is responsible for giving you any notice and obtaining any consent the law requires for workplace tracking. ZeroBadge takes no part in those decisions.

6. No guarantee of accuracy. ZEROBADGE IS A VERIFICATION AID ONLY. ZEROBADGE IS NOT A PAYROLL PROVIDER AND DOES NOT GUARANTEE THAT ANY HOURS, LOCATIONS, EVENTS, OR ALERTS ARE ACCURATE OR COMPLETE. ZEROBADGE MAKES NO STATEMENT ABOUT THE HOURS YOU WORKED OR THE PAY YOU ARE OWED.

7. Claims about pay and employment. To the fullest extent permitted by law, you agree that ZeroBadge is not responsible for, and you release ZeroBadge and its officers, employees, and suppliers from, any claim arising from your employer's decisions about your hours, pay, breaks, discipline, or employment, or from your employer's use of badge information. Those matters are between you and your employer. This Section does not waive any right that the law does not allow you to waive, and it does not limit any claim you may have against your employer.

8. Limits on ZeroBadge's liability. The disclaimers and limitation of liability in Sections 12 and 13 of the Terms of Service apply to you. To the fullest extent permitted by law, ZeroBadge's total liability to you will not exceed US $100.

9. Your responsibility for misuse. To the fullest extent permitted by law, you will indemnify and hold harmless ZeroBadge from claims and losses caused by your intentional misuse of a badge or the portal, including tampering, letting someone else use your badge, using someone else's badge, or using the service unlawfully. You are not required to indemnify ZeroBadge for anything else.

10. Disputes. Section 15 of the Terms of Service (arbitration and class action waiver) applies to disputes between you and ZeroBadge. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS AFTER YOU FIRST ACCEPT THESE TERMS BY EMAILING support@zerobadgetechnologies.com AS DESCRIBED IN SECTION 15.7 OF THE TERMS OF SERVICE. Opting out will not affect your access to the service. That Section does not apply to disputes between you and your employer.

11. Text messages and email. You agree that ZeroBadge may send you login, onboarding, and service messages by email and text. Message and data rates may apply. Reply STOP to opt out of texts.

12. Changes and ending. ZeroBadge may update these Worker Terms and will ask you to accept material changes. Your access ends when your employer removes you from its account or its subscription ends.

13. Severability. If any part of these Worker Terms is found unenforceable, it will be enforced as far as the law allows and the rest will remain in effect.

14. Contact. ZeroBadge, support@zerobadgetechnologies.com.