ZeroBadge Terms of Service

Version 1.0 · Effective October 6, 2026

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.