Band24 LLC

Band24 Platform Master Subscription Agreement

This Band24 Platform Master Subscription Agreement ("Agreement") is entered into by and between Band24 LLC, a Delaware limited liability company with its principal place of business at the address specified in the applicable Order Form ("Company", "we", "us", or "our"), and the subscribing entity identified in the Order Form ("Customer", "you", or "your") as of the Effective Date (as defined below). This Agreement, together with any applicable Order Forms, attachments, exhibits, addenda, and the Company's Terms of Service and Privacy Policy (each as may be updated from time to time), constitutes the entire agreement between the parties and governs Customer's access to, use of, and subscription to the Company's proprietary Band24 Platform service and related technologies (collectively defined below as the "Band24 Platform Service").

WHEREAS, the Company has developed, owns, operates, and maintains a sophisticated subscription-based software-as-a-service (SaaS) platform known as Band24 Platform, which provides comprehensive asset tracking, monitoring, and management capabilities through an integrated ecosystem of proprietary hardware devices, cloud-based software services, mobile applications, and advanced networking technologies designed to enable enterprises to efficiently track, monitor, and manage their physical assets in real-time across various geographic locations and operational environments; and

WHEREAS, the Customer, being a commercial enterprise engaged in business operations that require asset tracking and management solutions, desires to obtain access to and use of the Band24 Platform Service and associated proprietary Device Trackers for deployment within their internal business operations, supply chain management, logistics operations, or other legitimate commercial purposes, all subject to and in accordance with the terms, conditions, restrictions, and obligations set forth in this Agreement; and

WHEREAS, the parties acknowledge and agree that the Band24 Platform Service represents valuable proprietary technology and intellectual property of the Company, and that access to such Service shall be granted solely on a subscription basis in accordance with the terms herein;

NOW, THEREFORE, in consideration of the mutual covenants, promises, representations, warranties, and agreements contained herein, and for other good, valuable, and sufficient consideration, the receipt, adequacy, and legal sufficiency of which are hereby acknowledged by both parties, the Company and the Customer, intending to be legally bound hereby, agree as follows:

1. Definitions

For the purposes of interpreting and enforcing this Agreement, the following capitalized terms, whether used in singular or plural form, shall have the meanings specifically set forth below. These definitions shall apply throughout this Agreement and any related documents, appendices, exhibits, or Order Forms, unless the context clearly requires otherwise. The Company reserves the right to modify, update, or supplement these definitions from time to time upon written notice to the Customer, provided that such modifications shall not materially diminish the Customer's rights under this Agreement:

• "Band24 Platform Service" means the Company's comprehensive, enterprise-grade, subscription-based software-as-a-service (SaaS) platform and all related components, technologies, and services provided thereunder, including without limitation: (i) the Ranger Connect web-based dashboard and administrative interface; (ii) all mobile applications for iOS, Android, and other supported platforms; (iii) application programming interfaces (APIs) and software development kits (SDKs); (iv) the underlying cloud infrastructure and network services; (v) satellite and terrestrial tracking technologies; (vi) data processing, analytics, and reporting capabilities; (vii) real-time location services and geofencing capabilities; (viii) alert and notification systems; (ix) all user documentation, technical specifications, training materials, and support resources; (x) any updates, upgrades, enhancements, patches, bug fixes, or new features released during the Subscription Term; and (xi) all other software, hardware integration capabilities, and services designed to enable comprehensive asset tracking, monitoring, and management functionality for enterprise customers.
• "Terms of Service" means the Company's comprehensive terms and conditions document that establishes the legal framework, acceptable use policies, service level commitments, and operational guidelines governing the use of the Company's services, products, and platforms, as published and periodically updated at https://www.band24.com/terms, which terms are hereby incorporated by reference into this Agreement and shall be binding upon the Customer as if fully set forth herein.
• "Privacy Policy" means the Company's detailed policy statement describing the collection, use, storage, processing, sharing, retention, and protection of Customer data, personally identifiable information, and other information gathered through the Band24 Platform Service, as published and periodically updated at https://www.band24.com/privacy-policy, which policy is hereby incorporated by reference and forms an integral part of the parties' agreement regarding data handling and privacy practices.
• "Devices" or "Device Trackers" means the proprietary physical tracking hardware units, sensors, tags, beacons, and related equipment manufactured, distributed, or approved by the Company, including all embedded firmware, software, and electronic components, which are specifically designed and engineered to operate exclusively with the Band24 Platform Service. These Devices incorporate advanced tracking technologies, including but not limited to GPS, cellular, satellite, Bluetooth, and other wireless communication capabilities, and are intended to be affixed to, installed on, or associated with Customer's physical assets to enable real-time location tracking, status monitoring, environmental sensing, and data transmission through the Band24 Platform network. The Customer acknowledges and agrees that these Devices are engineered to function solely when paired with an active, paid subscription to the Band24 Platform Service and will not operate independently or with third-party platforms.
• "Active Device" means a Device Tracker that is registered to the Customer's account and covered under an active paid Subscription Term (i.e., a billable device for which subscription fees apply).
• "Promotional Devices" means up to two (2) Bluetooth Device Trackers provided by the Company to an eligible new Customer at no upfront hardware charge as part of a promotional trial, Risk-Free Period, introductory offer, or similar program. Promotional Devices are deemed Devices under this Agreement and are subject to all terms, conditions, restrictions, warranties, disclaimers, limitations, and usage requirements applicable to Devices, except that no upfront Device purchase price is charged for such Promotional Devices unless otherwise specified in the applicable Order Form or checkout flow.
• "Effective Date" means the specific date and time at which this Agreement becomes legally binding upon both parties, which shall be the earliest of: (i) the date on which the Customer electronically accepts this Agreement through the Company's online subscription portal or order management system; (ii) the date on which an authorized representative of the Customer executes a written Order Form; (iii) the date on which the Customer first accesses or uses the Band24 Platform Service; (iv) the date on which the Customer makes payment for Device Trackers; or (v) such other date as may be mutually agreed upon in writing by authorized representatives of both parties.
• "Ranger Connect" means the Company's proprietary, secure, web-based administrative dashboard and control panel interface, accessible through supported web browsers at https://ranger.band24.com or such other URL as the Company may designate, which provides Customer with comprehensive capabilities for: (i) managing and configuring Devices; (ii) monitoring real-time and historical asset locations; (iii) establishing geofences and location-based rules; (iv) configuring alerts, notifications, and automated workflows; (v) generating reports and analytics; (vi) managing user accounts and permissions; (vii) accessing API documentation and integration tools; and (viii) utilizing all other features and functionalities made available through the Band24 Platform Service.
• "Risk-Free Period" means the initial one hundred and four (104) consecutive calendar day period, beginning on the Effective Date, during which the Customer receives free access to the full Band24 Platform Service for evaluation purposes. No subscription fees are charged or collected during this period. The Customer may cancel this Agreement and access at any time during this period without penalty, as detailed in Section 7.1. Note that the Company reserves the right to cancel this Risk-Free Period at any time and is not obligated to provide Customer with access during this period.
• "Subscription Term" means the twelve (12) consecutive month paid commitment period that commences automatically on the first day immediately following the expiration of the Risk-Free Period (i.e., day 105 from the Effective Date), unless the Customer cancels during the Risk-Free Period.
• "Order Form" means any written or electronic document, whether in the form of a purchase order, sales order, online ordering interface, subscription enrollment form, or other commercial document, through which the Customer specifies and the Company confirms: (i) the quantity and type of Device Trackers to be purchased; (ii) the applicable subscription tier and services; (iii) all fees, charges, and payment terms; (iv) the billing and shipping information; (v) any special terms or conditions; and (vi) other commercial details of the transaction. Each Order Form, once accepted by the Company, shall be deemed incorporated into and made a part of this Agreement, and in the event of any conflict between the terms of an Order Form and this Agreement, the terms of the Order Form shall prevail solely with respect to the specific transaction covered by such Order Form.

2. Subscription Terms

The Company offers the Band24 Platform Service exclusively on a subscription basis. Upon purchase of Device Trackers (which creates the Customer's account), the Customer receives one hundred and four (104) consecutive calendar days of full, free access to the Band24 Platform Service (the Risk-Free Period) commencing on the Effective Date. No subscription fees are charged during the Risk-Free Period. Access to the Band24 Platform Service requires the separate purchase of proprietary Device Trackers, which are specifically engineered to function only in conjunction with an active, paid subscription to the Band24 Platform Service. The following terms and conditions govern the subscription structure, commitment requirements, and related obligations of both parties:

2.1 Risk-Free Period and Conversion to Paid Subscription

• Risk-Free Evaluation Period: Upon the Customer's initial purchase of Device Trackers and concurrent enrollment in the Band24 Platform Service, the Company grants the Customer a one hundred and four (104) consecutive calendar day Risk-Free Period commencing on the Effective Date. During this period, the Customer has full access to the Band24 Platform Service at no charge to evaluate its functionality, performance, reliability, and suitability for their business needs. The Customer may cancel the subscription at any time during this period, for any reason or no reason, by providing written notice as set forth in Section 7.1, without incurring any penalties or obligations for subscription fees.
• Automatic Conversion to Paid Subscription Term: If the Customer does not provide written notice of cancellation prior to the expiration of the Risk-Free Period, the subscription shall automatically convert to a binding paid twelve (12) month Subscription Term commencing on day 105 from the Effective Date (the day immediately following the end of the Risk-Free Period). At that point, the Customer becomes committed to the full twelve (12) month term, subscription fees become payable (billed annually in advance for all Active Devices, including any Promotional Devices), and the subscription is non-cancellable and non-refundable (except in cases of material breach by the Company as provided in Section 7.3). For clarity, if the Customer has received any Promotional Devices or other Devices associated with the Customer's account during the Risk-Free Period and does not cancel before the expiration of the Risk-Free Period, all such Devices will automatically become Active Devices on day 105 and will be included in the subscription fees for the full twelve (12) month Subscription Term. The Customer acknowledges that once the Risk-Free Period expires at 11:59 PM Coordinated Universal Time (UTC) on the one hundred and fourth (104th) day, they are irrevocably committed to the paid Subscription Term regardless of usage or satisfaction.

2.2 Device Purchase Requirements and Subscription Integration

• Mandatory Device Purchase and Ownership Structure: The Customer acknowledges and agrees that access to and use of the Band24 Platform Service requires the upfront purchase of proprietary Device Trackers, which the Customer shall own outright upon payment in full. Each Device represents a discrete tracking unit engineered to monitor a single physical asset, incorporating hardware and firmware specifically designed to interface exclusively with the Band24 Platform Service. The total number of Devices to be purchased, along with their specifications, configurations, and deployment requirements, shall be specified in the applicable Order Form and confirmed by both parties prior to shipment.
  • Initial Device Purchase and Activation: Customers may purchase Device Trackers in any quantity deemed appropriate for their operational needs, as specified in the Order Form, subject to availability and the Company's order fulfillment policies. The purchase of Devices activates the Risk-Free Period. No subscription fees are charged during the Risk-Free Period.
  • Additional Device Purchases During Risk-Free Period: The Customer may purchase additional Device Trackers during the Risk-Free Period to expand testing capabilities. Such purchases remain free of subscription fees during the remaining Risk-Free Period and do not shorten, reset, or terminate the 104-day Risk-Free Period. The original 104-day evaluation clock continues uninterrupted. Upon expiration of the Risk-Free Period (if not cancelled), all Devices owned by the Customer at that time become Active Devices, and subscription fees apply to them for the full Subscription Term.
  • Additional Device Purchases During Paid Subscription Term: During an active paid Subscription Term, the Customer may purchase additional Device Trackers at any time (self-serve via Ranger Connect where available). Additional Devices become Active Devices immediately, with pro-rated subscription fees charged from the purchase date through the end of the current Subscription Term. All fees for Active Devices become non-cancellable and non-refundable for the remainder of the term.
  • Device Functionality Limitations and Dependencies: The Customer expressly acknowledges, understands, and agrees that Device Trackers are proprietary hardware units incorporating specialized firmware and communication protocols that are engineered to function exclusively within the Band24 Platform ecosystem. These Devices cannot and will not operate independently, with third-party platforms, or without an active, paid subscription to the Band24 Platform Service. In the absence of an active subscription, Devices will cease all tracking, communication, and data transmission functions, rendering them effectively inoperative for their intended purpose. The Customer further acknowledges that attempts to modify, reverse-engineer, or repurpose Devices for use with competing or alternative platforms will void all warranties and may result in permanent Device failure.
  • Compliance and Proper Usage Requirements: The Customer covenants and agrees to use all Device Trackers strictly in accordance with the technical specifications, operational guidelines, deployment instructions, and use limitations provided by the Company through documentation, training materials, or direct communication. This includes, without limitation, adherence to requirements regarding: (i) the types and classes of assets suitable for Device attachment; (ii) environmental operating conditions and limitations; (iii) installation and mounting procedures; (iv) maintenance and battery replacement schedules; (v) regulatory compliance in deployment jurisdictions; and (vi) any other operational parameters specified by the Company. The Customer acknowledges that misuse, improper installation, unauthorized modification, or deployment outside specified parameters may result in Device malfunction, loss of tracking capabilities, voiding of warranties, suspension of Service access, or termination of this Agreement.

2.3 Automatic Renewal and Subscription Continuation

• Automatic Renewal Provisions: Unless the Customer provides written notice of non-renewal at least thirty (30) calendar days prior to the expiration of the then-current Subscription Term, this Agreement and the subscription shall automatically renew for successive twelve (12) month periods (each a "Renewal Term") under the terms and conditions in effect at the time of renewal. Non-renewal notices must be submitted via: (i) email to [email protected] with "Non-Renewal Notice" in the subject line; or (ii) the self-service subscription management dashboard on Ranger Connect at https://ranger.band24.com. The notice must include the Customer's account number, current Subscription Term end date, and authorized representative's contact information. The Company shall use commercially reasonable efforts to provide advance notice of renewal at least sixty (60) days prior, but failure to receive notice does not excuse timely non-renewal obligation.
  • Renewal Term Conditions: Renewal Terms are binding twelve (12) month commitments without a Risk-Free Period. Upon commencement of each Renewal Term, the Customer is immediately and irrevocably committed to the full twelve (12) months of subscription fees and cannot cancel, terminate, or receive refunds during the Renewal Term except in cases of material breach by the Company as specified in Section 7.3. The Customer acknowledges that each renewal constitutes a new commitment period and agrees to be bound by all terms and conditions of this Agreement as they may be modified from time to time in accordance with the provisions herein.
  • Device Quantity Adjustments at Renewal: At renewal, the Customer may adjust Active Device quantities: (i) increases can occur at any time (self-serve via Ranger Connect, prorated to current expiration); (ii) decreases must be requested at least thirty (30) days prior to renewal via [email protected]; (iii) adjustments result in corresponding fee changes at then-current rates; (iv) removed Devices cease functioning at term end; (v) the Company reserves the right to establish minimum Device quantities for continued subscription eligibility. Upon confirmation of any adjustment by the Company, the new Device configuration and associated fees shall take effect at the commencement of the Renewal Term.
  • Pricing Adjustments and Rate Modifications: The Company expressly reserves the right to modify, adjust, or increase subscription fees, Device prices, and any other charges upon renewal. The Customer will be notified of any fee increases or pricing changes at least thirty (30) calendar days prior to the renewal date through the email address associated with the Customer's account or through such other means as the parties may agree. If the Customer objects to any price increase, their sole remedy is to provide notice of non-renewal as specified above. Continued use of the Service after the renewal date constitutes acceptance of the new pricing terms. The Company may, in its sole discretion, offer promotional rates, volume discounts, or loyalty incentives for renewals, but such offers do not create any obligation to extend similar terms in future periods.

3. Device Trackers - Ownership, Warranties, and Operational Requirements

3.1 Device Ownership Structure and Limited Warranty Provisions

• Complete Transfer of Ownership: Upon full payment of the purchase price, the Customer obtains complete and unrestricted ownership of all Device Trackers purchased from the Company, subject to the intellectual property restrictions set forth in Section 4.7. This ownership transfer includes the physical hardware components but expressly excludes any intellectual property rights in the firmware, software, designs, or technology embedded within or associated with the Devices. The Customer's ownership rights are perpetual and survive any termination or expiration of this Agreement, though the Customer acknowledges that Device functionality depends entirely upon maintaining an active subscription to the Band24 Platform Service.
• Limited Hardware Warranty and Disclaimer: Device Trackers are provided with a separate limited hardware warranty, the complete terms and conditions of which are set forth in the Company's Device Warranty Policy available at https://www.band24.com/warranty and incorporated herein by reference. The Customer acknowledges and agrees that this separate warranty constitutes the sole and exclusive warranty provided by the Company with respect to the Devices. THE COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. The Company specifically does not warrant that Devices will operate error-free, without interruption, or will meet all of the Customer's requirements. Under no circumstances shall the Company be obligated under this Agreement to provide warranty service, replacements, repairs, or support for Devices that experience battery failure, physical damage, water damage, loss, theft, vandalism, acts of God, normal wear and tear, or any other condition affecting Device operability.
• Customer Responsibility for Device Replacement and Maintenance: In the event that any Device becomes inoperable, damaged, lost, stolen, or otherwise unsuitable for continued use, regardless of the cause, the Customer bears sole and complete responsibility for procuring replacement Devices at their own expense. The Company maintains no obligation to provide replacement Devices at reduced cost, on expedited terms, or with any consideration for Devices that have failed during the Subscription Term. The Customer further acknowledges their responsibility for all routine maintenance, including but not limited to battery replacements, cleaning, inspection, and ensuring Devices remain properly affixed to tracked assets.
• Compliance with Specifications and Documentation: The Customer covenants and agrees to operate, deploy, and maintain all Devices strictly in accordance with the technical specifications, user manuals, quick start guides, best practices documentation, and any other guidance provided by the Company. This includes adherence to all specified operating parameters, environmental limitations, installation procedures, and use restrictions. The Customer acknowledges that failure to comply with these requirements may void any applicable warranties, compromise Device performance, and potentially result in suspension or termination of Service access.

3.2 Strict No-Returns Policy and Post-Termination Device Status

• Absolute No-Returns Policy: THE CUSTOMER EXPRESSLY ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT ALL DEVICE PURCHASES ARE FINAL AND THAT DEVICES ARE STRICTLY NON-RETURNABLE, NON-REFUNDABLE, AND NON-EXCHANGEABLE UNDER ANY CIRCUMSTANCES WHATSOEVER, except to the minimum extent required by applicable law that cannot be waived by agreement of the parties. This absolute no-returns policy applies regardless of: (i) whether the Customer uses or deploys the Devices; (ii) the Customer's satisfaction or dissatisfaction with Device performance; (iii) changes in the Customer's business needs or requirements; (iv) early termination of this Agreement for any reason; (v) the Customer's cancellation during the Risk-Free Period; (vi) Device defects or failures (which are addressed solely through the separate warranty policy); or (vii) any other circumstance, eventuality, or reason. The Customer waives any right to claim that this provision is unconscionable, unreasonable, or unenforceable.
  • Post-Termination Device Ownership and Status: Upon termination or expiration of this Agreement for any reason, including termination for cause, mutual agreement, or natural expiration, the Customer shall retain full ownership of all Devices in their possession. However, the Customer expressly acknowledges and agrees that: (i) Devices will immediately cease all functionality upon termination of the Band24 Platform Service subscription; (ii) the Company has no obligation to enable, support, or facilitate any continued use of Devices after termination; (iii) the Company may permanently disable Devices' ability to connect to the Band24 Platform network; (iv) the Customer has no right to demand reactivation of Devices without entering into a new subscription agreement; and (v) the Company shall have no further liability, obligation, or responsibility with respect to such Devices after termination.
  • Damaged, Defective, and Lost Device Policy: Devices that become damaged, defective, lost, stolen, or otherwise compromised during the Subscription Term or after termination remain the sole property and responsibility of the Customer. The Company maintains no obligation to: (i) accept returns of damaged or defective Devices; (ii) provide credits or refunds for non-functional Devices; (iii) offer replacement Devices at discounted rates; (iv) maintain records of lost or stolen Devices; or (v) assist in recovery efforts for missing Devices. The Customer bears all risk of loss from the moment Devices are shipped by the Company, regardless of shipping terms or carrier selection.

4. Customer Representations, Warranties, and Covenants

The Customer hereby makes the following representations and warranties to the Company, which representations and warranties are true and correct as of the Effective Date and shall remain true and correct throughout the entire term of this Agreement. The Customer acknowledges that the Company is entering into this Agreement in material reliance upon the accuracy and completeness of these representations and warranties, and that any breach thereof shall constitute a material breach of this Agreement:

4.1 Corporate Authority, Capacity, and Valid Existence

• Full Legal Authority and Binding Obligation: The Customer has full legal authority and capacity to enter into this Agreement and perform its obligations hereunder. This Agreement, once executed, constitutes a legally binding obligation of the Customer, enforceable against the Customer in accordance with its terms.
• Corporate Organization and Good Standing: If the Customer is an entity (including a corporation, limited liability company, partnership, or other business organization), the Customer represents and warrants that it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation. The Customer possesses all requisite corporate, organizational, or partnership power and authority to own and operate its business and to execute, deliver, and perform this Agreement.

4.2 Compliance with Laws

• The Customer's use of the Band24 Platform Service and Device Trackers will comply with all applicable laws, regulations, and government orders, including, but not limited to:
  • The U.S. Export Administration Regulations (EAR);
  • Economic sanctions administered by the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC);
  • The U.S. Foreign Corrupt Practices Act (FCPA);
  • Any applicable anti-bribery, anti-corruption, or trade laws and regulations in other jurisdictions.

4.3 No Prohibited Use or Export

• The Customer agrees that it will not, directly or indirectly:
  • Export, re-export, or transfer the Band24 Platform Service, Device Trackers, or related technology to any country, entity, or individual subject to embargoes, restrictions, or sanctions under OFAC or any other applicable export control laws;
  • Use the Band24 Platform Service or Device Trackers in connection with any business activities in a manner that would cause the Company to be in violation of U.S. or other applicable export or sanctions laws.

4.4 Prohibited Persons

• The Customer warrants that:
• Neither the Customer nor any of its officers, directors, employees, agents, or affiliates is (a) located in or organized under the laws of a jurisdiction subject to comprehensive U.S. sanctions (e.g., Cuba, Iran, North Korea, Syria, or the Crimea region of Ukraine) or (b) identified on any U.S. government restricted or denied-party lists, including but not limited to the Specially Designated Nationals (SDN) List maintained by OFAC, or the Entity List maintained by the U.S. Department of Commerce.
• The Customer will not provide access to the Band24 Platform Service or Device Trackers to any individuals or entities that are subject to such restrictions.

4.5 Accurate Information

• All information provided by the Customer to the Company in connection with the Order Form or otherwise under this Agreement is accurate, complete, and up-to-date. The Customer agrees to promptly update such information if it changes during the term of the Agreement.

4.6 Business Use Only

• The Customer will use the Band24 Platform Service and Device Trackers solely for commercial and business purposes within the scope of its internal operations and not for personal, consumer, or other non-commercial purposes.

4.7 No Infringement of Third-Party Rights

• The Customer's use of the Band24 Platform Service and Device Trackers will not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party.
• All intellectual property rights, including but not limited to patents, copyrights, trademarks, trade secrets, and any other proprietary rights, in and to the Band24 Platform Service, Device Trackers, software, documentation, designs, user interfaces, and underlying technology, are and shall remain the exclusive property of the Company or its licensors.
• This Agreement does not grant the Customer any ownership interest in the Band24 Platform Service or any related intellectual property. The Customer is granted only a limited, non-exclusive, non-transferable, revocable right to use the Band24 Platform Service in accordance with this Agreement.
• The Customer shall not remove, alter, or obscure any proprietary notices on any Device Tracker, software, or documentation provided by the Company.
• Any unauthorized use, reproduction, modification, distribution, or creation of derivative works based on the Band24 Platform Service or Device Trackers is strictly prohibited and constitutes a material breach of this Agreement.

4.8 Export Controls and Trade Compliance

• The Customer shall ensure that its use, transfer, export, or re-export of the Band24 Platform Service, Device Trackers, or related technology complies with all applicable export control laws, trade sanctions, and related regulations, including but not limited to:
  • U.S. Export Administration Regulations (EAR): The Customer shall comply with the EAR, administered by the U.S. Department of Commerce's Bureau of Industry and Security (BIS), which governs the export and re-export of dual-use items, including the Device Trackers and associated software. The Customer shall not export, re-export, or transfer the Band24 Platform Service or Device Trackers to any destination, entity, or individual without obtaining any required licenses or authorizations from BIS or other relevant authorities.
  • OFAC Sanctions: The Customer shall comply with all economic and trade sanctions administered by the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC). This includes refraining from engaging in any transactions or activities involving the Band24 Platform Service or Device Trackers with individuals, entities, or countries subject to OFAC sanctions, including but not limited to those listed on the Specially Designated Nationals (SDN) List or located in comprehensively sanctioned jurisdictions (e.g., Cuba, Iran, North Korea, Syria, or the Crimea region of Ukraine).
  • International Trade Compliance: The Customer shall comply with applicable international trade laws and regulations, including those of the Wassenaar Arrangement, the United Nations, and any other relevant jurisdictions where the Band24 Platform Service or Device Trackers are used or transferred. This includes obtaining any necessary export licenses, permits, or authorizations for cross-border transfers of the Band24 Platform Service or Device Trackers.
  • End-Use and End-User Restrictions: The Customer shall not use, transfer, or provide access to the Band24 Platform Service or Device Trackers for any prohibited end-use, such as activities related to the development, production, or use of nuclear, chemical, or biological weapons, or missile technology, as specified under the EAR or other applicable regulations. The Customer shall conduct due diligence to ensure that Device Trackers and the Band24 Platform Service are not provided to end-users or used in applications that violate applicable export control laws.
  • Recordkeeping and Reporting: The Customer shall maintain accurate records of all transactions, transfers, and uses of the Band24 Platform Service and Device Trackers, as required by applicable export control laws, for a minimum period of five (5) years or as otherwise required by law. The Customer shall provide such records to the Company or relevant authorities upon request to demonstrate compliance with export controls and trade sanctions.
  • Screening Obligations: The Customer shall implement procedures to screen all parties involved in the use, transfer, or export of the Band24 Platform Service or Device Trackers against applicable restricted-party lists, including but not limited to the OFAC SDN List, the BIS Entity List, Denied Persons List, and Unverified List, to ensure compliance with export control and sanctions regulations.
  • Export Compliance Training: The Customer shall ensure that its employees, agents, and representatives involved in the use, transfer, or export of the Band24 Platform Service or Device Trackers are trained on and aware of applicable export control and trade compliance obligations to prevent violations.
  • Liability for Non-Compliance: The Customer shall indemnify, defend, and hold harmless the Company from any claims, penalties, fines, or damages arising from the Customer's failure to comply with export control laws, trade sanctions, or related regulations. Any violation of export control or trade compliance obligations by the Customer shall constitute a material breach of this Agreement, and the Company reserves the right to immediately suspend or terminate the Customer's access to the Band24 Platform Service and Device Trackers without prior notice.
  • Notification of Violations: The Customer shall promptly notify the Company in writing if it becomes aware of any actual or suspected violation of export control laws or trade sanctions involving the Band24 Platform Service or Device Trackers. The Customer shall cooperate fully with the Company and any relevant authorities in investigating and resolving such violations.

5. Fees and Payment

5.1 Fees

• All fees associated with this Agreement are specified in the Order Form and shall be paid by the Customer in accordance with the terms set forth below:
  • Subscription Fees: Monthly subscription fees for the Band24 Platform Service are $2 per month per Active Device ($24 per Active Device per year), billed annually in advance commencing on day 105 (start of Subscription Term) unless otherwise agreed to in writing. No subscription fees are charged or collected during the Risk-Free Period. The exact amount due, including any applicable taxes or duties, shall be specified on the Order Form.
  • Payment Authorization for Automatic Conversion: By enrolling in the Risk-Free Period, submitting an Order Form, activating Devices, accepting this Agreement, or otherwise creating a Customer account, the Customer authorizes the Company to charge the Customer's payment method on file or, where approved by the Company, invoice the Customer for the applicable twelve (12) month subscription fees for all Active Devices, including any Promotional Devices, immediately following expiration of the Risk-Free Period unless the Customer cancels before the Risk-Free Period expires in accordance with Section 7.1. The Customer acknowledges and agrees that the applicable Order Form, checkout flow, billing portal, or enrollment process may specify the subscription plan, per-Device fee, billing frequency, number of Devices, and applicable taxes or charges, and that such fees become due and non-refundable upon automatic conversion to the paid Subscription Term.
  • Device Purchase Costs: Device Trackers are purchased separately. Pricing for Devices is specified in the Order Form.
  • Additional Costs: The Customer may incur other costs associated with using the Band24 Platform Service and Device Trackers, including but not limited to, shipping and handling for Device Trackers, third-party services, and any customization or support beyond standard offerings.
  • Refund Policy: Device purchase costs are non-refundable under any circumstances except as may be required by applicable law. After the Risk-Free Period expires, all subscription fees are non-refundable for the remainder of the Subscription Term.

5.2 Late Payments

• The Customer shall make all payments under this Agreement in accordance with the payment terms specified on the Order Form. Failure to do so may result in the suspension of access to the Band24 Platform Service until full payment is received:
  • Interest on Late Payments: Any amounts unpaid after the due date shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, calculated on the outstanding balance.
  • Collection Costs: The Company may pursue any legal or collection costs incurred as a result of late payments, including but not limited to attorney's fees, court costs, and other expenses. These costs shall be deemed part of the unpaid amounts under this Agreement.

6. Customer Obligations

6.1 Use Restrictions

• The Customer agrees to use the Band24 Platform Service and Device Trackers only for lawful purposes and in furtherance of their internal business operations. The Customer shall not:
  • Resell or Distribute: Resell, lease, sublicense, distribute, or otherwise transfer access to the Band24 Platform Service or any Devices to third parties without the prior written consent of the Company.
  • Reverse Engineering: Attempt to reverse-engineer, decompile, disassemble, or otherwise modify the Band24 Platform Service or Device Trackers for any purpose. The Customer shall not share login credentials or access codes with unauthorized individuals.
  • Violation of Laws: Use the Band24 Platform Service or Device Trackers in a manner that violates any applicable law, regulation, or industry standard. This includes but is not limited to, using the service for surveillance purposes inconsistent with generally accepted business practices.
  • Prohibited Use Cases: Use the Band24 Platform Service and Device Trackers solely for commercial purposes related to asset management within their business operations. The Customer agrees not to use the Band24 Platform Service or Device Trackers for consumer use cases such as personal item tracking, pet tracking, or any other non-commercial purpose. If the Customer intends to use the service for any purpose outside of its intended commercial use, it must first obtain written permission from the Company.

6.2 Device Management

• The Customer shall be responsible for maintaining the physical condition of all Device Trackers purchased under this Agreement. This includes but is not limited to:
• Loss or Damage: The Customer is responsible for replacing any lost, damaged, or inoperable Devices by purchasing new Device Trackers at their own cost. The Company is not obligated to provide replacements or repairs for any Devices.
• Compliance with Documentation: Using Devices in accordance with the instructions provided in the documentation. Misuse or improper installation of Devices may result in loss of functionality or termination of access to the Band24 Platform Service.

7. Cancellation and Termination

7.1 Cancellation During Risk-Free Period

• Cancellation Rights and Process: The Customer may cancel this Agreement at any time during the one hundred and four (104) day Risk-Free Period without penalty, early termination fees, or further obligation by providing written notice to the Company in accordance with the following procedures:
  • Method of Cancellation Notice: The Customer must submit cancellation requests through one of the following approved methods: (i) email to [email protected] with "Subscription Cancellation Request" in the subject line; (ii) certified mail, return receipt requested, to Band24 LLC, Attn: Subscription Cancellation Department, at the address specified in the Order Form; or (iii) through the self-service cancellation portal available in the Customer's account dashboard on Ranger Connect at https://ranger.band24.com/billing. Verbal cancellation requests, whether by telephone or in person, will not be accepted or considered valid.
  • Required Cancellation Information: All cancellation notices must include: (i) the Customer's account number; (ii) the Order Form reference number; (iii) the authorized representative's name and contact information; (iv) the requested cancellation effective date; and (v) confirmation that all Devices have been accounted for. Incomplete cancellation requests may delay processing.
  • Cancellation Confirmation: Upon receipt of a valid cancellation notice, the Company shall provide written confirmation within three (3) business days, including: (i) the cancellation confirmation number; (ii) the effective date of cancellation; (iii) the final invoice showing any refunds due; and (iv) instructions for data export if applicable. The Customer should retain this confirmation for their records.
  • Effect of Cancellation During Risk-Free Period:
    • The Customer's access to the Band24 Platform Service shall cease immediately upon the cancellation effective date or as specified in the cancellation notice, whichever is later
    • Device purchase costs remain strictly non-refundable, and the Customer retains full ownership of all purchased Devices
    • Any pending or scheduled Device shipments will be cancelled unless the Customer specifically requests fulfillment in the cancellation notice

7.2 No Cancellation After Risk-Free Period

• If the Customer does not cancel during the Risk-Free Period, the Customer is committed to the full twelve (12) month Subscription Term and may not cancel the subscription or receive a refund for the remaining term, except as provided in Section 7.3 (Termination for Cause).

7.3 Termination for Cause

• The Company may terminate this Agreement if the Customer commits a material breach of its obligations under this Agreement, which is not cured within thirty (30) days after receipt of written notice specifying the nature of the breach.
  • Breach by Customer: A material breach includes but is not limited to failure to make timely payments, unauthorized use of the Band24 Platform Service or Device Trackers, violation of export control or trade compliance laws, or any action that undermines the integrity or security of the Service.
  • Breach by Company: A material breach includes but is not limited to failure to maintain the functionality of the Band24 Platform Service as specified in this Agreement.

7.4 Effect of Termination

• Upon termination of this Agreement for any reason, the Customer's access to the Band24 Platform Service shall immediately cease. The Customer retains ownership of any Devices in their possession, but the Company retains all rights to the Band24 Platform Service and any data associated with it.
  • Data Retention: The Company may retain data related to the Customer's use of the Band24 Platform Service for a period of 104 days following termination, after which it may be deleted. The Customer is responsible for exporting or backing up their data before termination if they wish to retain it.
  • No Refunds Upon Termination for Cause: If this Agreement is terminated for cause due to Customer's breach, the Customer shall not be entitled to any refund of subscription fees paid, regardless of whether the termination occurs during or after the Risk-Free Period.

7.5 Prohibited Use Termination

• In addition to the above, the Company reserves the right to terminate this Agreement immediately without prior notice if the Customer uses the Band24 Platform Service or Device Trackers for any non-commercial purpose or in violation of applicable law, including export control or trade compliance laws. The Customer agrees that such use constitutes a material breach of this Agreement.

8. Limitation of Liability

8.1 Disclaimer of Indirect Damages

• TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS INTERRUPTION, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BAND24 PLATFORM SERVICE AND DEVICE TRACKERS, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE.

8.2 Liability Cap

• TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY's TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BAND24 PLATFORM SERVICE, AND DEVICE TRACKERS SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY THE CUSTOMER TO THE COMPANY FOR THE BAND24 PLATFORM SERVICE AND DEVICE TRACKERS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. THIS LIMITATION SHALL APPLY TO ALL CLAIMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, AND REGARDLESS OF WHETHER ANY LIMITED OR EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

8.3 Exclusions

• NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW OR TO THE COMPANY's LIABILITY FOR (A) WILLFUL MISCONDUCT, FRAUD, OR GROSS NEGLIGENCE; OR (B) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

9. General Provisions

9.1 Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware to the fullest extent permitted by applicable law, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in a state or federal court located in Wilmington, Delaware.

9.2 Entire Agreement

• This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings, whether oral or written, regarding such subject matter. Any amendments to this Agreement must be in writing and signed by both parties. If there is a conflict between this Agreement and the Order Form, the terms of the Order Form shall prevail. If any provision of this Agreement is in conflict with the Terms of Service or Privacy Policy, the terms of this Agreement shall prevail. The Company's Terms of Service and Privacy Policy can be accessed at https://www.band24.com/terms and https://www.band24.com/privacy-policy, respectively.

9.3 Notices

• All notices required or permitted under this Agreement shall be in writing and delivered to the other party at their respective addresses specified on the Order Form. Notices shall be deemed effectively given upon receipt if delivered by hand or overnight courier, or five (5) business days after mailing if sent via registered or certified mail, return receipt requested.

9.4 Modifications for Legal Compliance

• The Company reserves the right to modify or amend this Agreement at any time to the extent necessary to comply with applicable laws, regulations, or legal obligations, including export control and trade compliance laws. In such cases, the Company shall provide written notice (email or publishing to https://www.band24.com/privacy-policy is sufficient) to the Customer describing the nature of the modification. Unless otherwise required by law, such modifications shall take effect upon the date specified in the notice. Continued use of the Band24 Platform Service or Device Trackers after the effective date of any such modification constitutes the Customer's acceptance of the updated terms.

10. Miscellaneous

10.1 Force Majeure

• Neither party shall be liable for any failure or delay in performance resulting from events beyond their reasonable control, including but not limited to acts of God, war, terrorism, riot, governmental action, fire, flood, or other natural disasters.

10.2 Waiver

• The waiver by either party of a breach, default, or obligation under this Agreement shall not be construed as a waiver of any subsequent breach, default, or obligation. No waiver shall be effective unless made in writing and signed by the waiving party.

10.3 Severability

• If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to replace such invalid or unenforceable provision with a valid and enforceable provision that achieves the same commercial purpose to the extent possible.

10.4 Assignment

• The Customer may not assign or transfer this Agreement or any of its rights or obligations without the prior written consent of the Company. The Company may assign or transfer this Agreement or any of its rights or obligations without restriction. Any purported assignment by the Customer in violation of this section shall be null and void.