Terms of Service for Band24, LLC

1. Services

The Company provides a platform for businesses to track their assets using our low earth orbit satellite network (the "Band24 Network") and our federated Bluetooth Low Energy (BLE) network of devices and apps. We reserve the right to modify, suspend, or discontinue the Services at any time without prior notice.

2. Acceptance of Terms

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our Services.

3. Eligibility

In order to use the Services, you represent and warrant that:

• You represent or are authorized to represent a business or organization that is eligible to use the Services, and are not an individual consumer.
• You acknowledge that the Services are intended solely for business use and not for personal, household, or consumer purposes.
• To the extent that you've agreed to these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, including with respect to any individual users of the Services within that organization. This includes the ability to grant the Company the rights and licenses described in these Terms, and to agree to the terms of the Privacy Policy on behalf of the organization.
• You are at least 18 years of age and possess the legal right and ability to enter into these Terms and to use the Services in accordance with these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

The Company does not permit those under 18 years of age to use the Services. By using the Services, you affirm that you are at least 18 years old. We do not knowingly collect or solicit personal information from children under 18. If you believe that we might have any information from or about a child under 18, please contact us immediately at [email protected]. If we learn that we have collected personal information from a child under 18 without verification of parental consent, we will delete that information as quickly as possible.

4. User Accounts

To access certain features of the Services, you may need to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

5. Band24 Devices

The Company provides devices for sale or lease for use with our Services which are referred to as "Band24" devices. These devices communicate via BLE with our satellite network and apps to provide location data. You are responsible for the proper installation, maintenance, and use of Band24 devices per the provided documentation. Tampering with or modifying Band24 devices is strictly prohibited and will void any warranties. The Band24 devices are also subject to any warranty terms provided at the time of purchase. You are not permitted to resell or redistribute Band24 devices without our prior written consent and you will be solely responsible for any damages or liabilities arising from such unauthorized resale or redistribution.

6. Satellite & Bluetooth Networks; Third-Party Partners

The Company service relies on our proprietary low earth orbit satellite constellation and federated Bluetooth networks to provide connectivity, which may involve the use of third-party partners. By using the Services, you agree to comply with all applicable terms and conditions of these networks and partners and consent to the collection and use of data by these networks and partners. The extent to which data is collected and used by these networks and partners is governed by our Privacy Policy.

7. Service Availability

The availability and quality of our Services may vary based on several factors, including but not limited to:

• Location: Service coverage may differ depending on your geographical location.
• Environment: Physical obstructions such as buildings and natural terrain can affect service quality.
• Network Capacity: High demand and network congestion can impact performance.
• Device Failures: Malfunctions or incompatibility of your device with our network can cause interruptions.

We strive to provide the best possible service but do not guarantee continuous, uninterrupted, or error-free service. You acknowledge that temporary interruptions in service may occur, and we are not liable for any such disruptions or any loss of data resulting from network issues.

8. Data Usage and Fair Use Policy

To ensure a fair and high-quality experience for all users, the Company reserves the right to monitor and limit data usage on our networks. Excessive data use that disrupts the service for other users may be restricted or throttled. The Company may also terminate or suspend your access to the Services for violation of this policy.

9. Acceptable Use Policy

In addition to any other restrictions or requirements set forth when using the Band24 API, with respect to your use of the Band24 Network, you will (and will ensure that your employees, agents, and service providers will):

• Not or attempt to (and will not allow others to) reverse engineer, decompile, disassemble or translate the Band24 API, or otherwise attempt to derive source code, trade secrets or know-how in or underlying any Band24 API or any portion thereof;
• Not remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the Band24 API;
• Not engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications or other properties or services of Band24 or any third party;
• Not circumvent technological measures intended to prevent direct database access, or manufacture tools or products to that effect;
• Not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Band24 API, the Services, or any aspect or portion thereof;
• Not bypass Band24 API restrictions for any reason;
• Not, except as authorized by Band24 in writing, substantially replicate products or services offered by Band24, including the Band24 API and the Services;
• Not develop applications that excessively burden the Band24 API, distribute spyware, adware or other commonly objectionable programs;
• Not access or use the Band24 API, including to develop or distribute any application, in any way that is criminal, fraudulent, unlawful or otherwise improper or unacceptable to Band24;
• Not falsify or alter any unique identifier in, or assigned to any Application, or otherwise obscure or alter the source of queries coming from an application.

10. Payments & Fees

Use of the Services is subject to payment of the fees as described in the pricing plan you select or as otherwise set forth in the agreement between you and the Company. Monthly service and other fees are billed automatically to the payment method on file at the beginning of each billing period. You are responsible for keeping your payment information up-to-date. All fees are non-refundable except as expressly stated in these Terms or required by law. The Company reserves the right to change pricing at any time with 30 days' notice.

11. Termination

You may terminate your Services at any time through your account settings or by contacting Customer Support. Any prepaid fees for unused billing periods will be forfeited. The Company may terminate or suspend your access to Services at any time for any reason, including for violation of these Terms or non-payment of fees. We will make reasonable attempts to notify you. Upon termination, you must promptly return any Company-owned equipment, including Band24 devices. Unreturned equipment will be billed at the current replacement cost.

12. Intellectual Property

12.1. Ownership

The Services and all content and materials included therein, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software, are the exclusive property of The Company or its licensors and are protected by United States and international intellectual property laws, including copyright, trademark, patent, trade secret and other proprietary rights.

The Band24 name, logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You may not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Services are the trademarks of their respective owners.

12.2. License and Restrictions

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Services solely for your internal business purposes; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your internal business purposes. Any rights not expressly granted herein are reserved by the Company.

You may not (and you may not permit anyone else to):

• Copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof;
• Attempt to disable or circumvent any security or verification measure used by the Services;
• Use the Services in any manner that could damage, disable, overburden, or impair the Services, or interfere with any other party's use of the Services;
• Remove, obscure or alter any copyright, trademark, or other proprietary rights notices on the Services; or
• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or otherwise gather content from the Services.

12.3. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services ("Feedback"). You acknowledge and agree that all Feedback will be the sole and exclusive property of the Company and you hereby irrevocably assign to the Company all of your right, title, and interest in and to all Feedback.

12.4. Copyright Complaints

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us at [email protected].

13. Privacy & Security

Your use of the Services is subject to our Privacy Policy, which describes our practices for collecting, using, and disclosing your information. The Company uses commercially reasonable security measures to protect your data. However, no system is completely secure and we cannot guarantee the security of your information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

14. Third-Party Resources

The Services may contain links to third-party websites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

15. Disclaimers

The Services are provided "as is" and "as available" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement. The Company does not warrant that the Services will be uninterrupted or error-free, that defects will be corrected, or that the Services or the servers that make it available are free of viruses or other harmful components.

16. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall the Company, its affiliates, licensors, or service providers be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from your access to or use of or inability to access or use the Services.

17. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to: (a) your use or misuse of the Services; (b) your breach of these Terms; (c) your violation of any applicable law or regulation; (d) your negligence or willful misconduct; or (e) your unauthorized use, modification, or distribution of Band24 devices. This indemnification obligation will survive the termination or expiration of these Terms and your use of the Services.

18. Force Majeure

The Company shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from any cause beyond the Company's reasonable control, including but not limited to: acts of God, natural disasters, pandemics or epidemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes or labor disputes, satellite or network failures, disruptions to third-party telecommunications or power infrastructure, cyberattacks, government actions or regulations, or any other event that is beyond the Company's reasonable control (each, a "Force Majeure Event"). In the event of a Force Majeure Event, the Company's obligations under these Terms shall be suspended for the duration of such event, and the Company shall use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Services upon written notice to the other party.

19. Dispute Resolution

19.1. Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services ("Dispute") informally by contacting us at [email protected]. The parties shall use good faith efforts to resolve any Dispute within thirty (30) days of receipt of written notice of the Dispute. If a Dispute is not resolved within this period, either party may proceed as set forth below.

19.2. Binding Arbitration

Any Dispute that is not resolved through informal resolution shall be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if the parties cannot agree, appointed by the AAA. The arbitration shall take place in Los Angeles County, California. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees, unless the arbitrator determines that a party's claims or defenses were frivolous, in which case the arbitrator may award reasonable attorneys' fees to the prevailing party.

19.3. Class Action Waiver

You agree that any arbitration or proceeding shall be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, you waive any right to a jury trial.

19.4. Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or confidential information.

20. General Provisions

20.1. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California and waive any objection to the laying of venue in such courts.

You agree that the Company shall be entitled to seek injunctive relief, other equitable remedies, and damages for any violation of these Terms.

20.2. Changes to Terms

We reserve the right to modify these Terms at any time in our sole discretion. If we make material changes, we will provide notice through the Services or by other means. Your continued use of the Services after any changes constitute your acceptance of the modified Terms.

20.3. Entire Agreement; Conflict of Terms

These Terms constitute the entire agreement between you and the Company regarding the Services and supersede all prior agreements and understandings; provided, however, that if you have entered into a separate written agreement with the Company, the terms of that agreement shall prevail in the event of a conflict with these Terms.

20.4. Electronic Delivery Policy, Customer Consent, and Notices

You consent to receive all agreements, updates, disclosures, policies, notices, and other information (collectively, "Notices") provided by Company or its affiliates via paper and/or electronic delivery at Company's sole discretion. Company may deliver or display Notices to you by email or pop-up window, or by posting a message on the Services or the Customer Portal. You may receive periodic texts, emails, or other communications from the Company, such as notices regarding expiration of your account and changes to these Terms.

If you have any questions about these Terms, please contact us at: [email protected]