Platform End User Agreement

PLATFORM END USER AGREEMENT

This Platform End User Agreement (the "Agreement") is a binding legal agreement between you ("you" or "User") and Badge Group, Inc. ("Badge"). This Agreement governs your use of Badge's software-as-a-service platform, including any software, documentation, or data associated with it (collectively, the "Platform").

BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU:

1. Acknowledge that you have read and understand this Agreement;

2. Represent that you are 18 years of age or older; and

3. Accept this Agreement and agree to be legally bound by its terms.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCEPT THIS AGREEMENT OR USE THE PLATFORM.

1. Access Grant and Account Creation

1.1 Access Grant. Subject to the terms of this Agreement, Badge grants you a limited, non-exclusive, non-transferable, non-sublicensable right to use the Platform solely to:

• Install mobile wallet passes on your mobile device from certain customers available on the Platform ("Customers"); and

• Access Customer content and push notifications related to such mobile wallet passes ("Customer Content").

Badge reserves the right to withdraw or amend the Platform and any associated services or materials at its sole discretion without notice. Badge will not be liable if any part of the Platform is unavailable at any time for any reason. You agree to receive push notifications in connection with Customer Content. If you do not wish to receive these notifications, you may disable them on your device.

1.2 Account Creation. To use the Platform and access mobile wallet passes and Customer Content, you must create an account (an "Account"). This requires providing an email address and any other information required by Badge or the Customer. You are responsible for maintaining the confidentiality of your Account credentials. You may not transfer your Account or allow any other person to use it. You agree to monitor your Account and promptly notify Badge if you suspect any unauthorized use.

2. Restrictions on Use

You agree not to:

1. Modify, translate, adapt, or create derivative works of the Platform;

2. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or structure of the Platform;

3. Remove or alter any intellectual property or proprietary rights notices on the Platform;

4. Copy, sublicense, rent, lease, distribute, or transfer any part of the Platform;

5. Hack, manipulate, interfere with, or disrupt the integrity or performance of the Platform or its related systems;

6. Circumvent or create workarounds for any rights management or security features in the Platform;

7. Use the Platform in violation of any applicable law or regulation;

8. Use the Platform to defame, harass, threaten, or incite violence against any individual or group;

9. Infringe on any proprietary rights of any party, including patents, trademarks, copyrights, or trade secrets; or

10. Access or use the Platform in any manner inconsistent with this Agreement or applicable law.

3. Reservation of Rights

You acknowledge that Badge retains all rights, title, and interest in the Platform and all related intellectual property, including copyrights, trademarks, patents, and trade secrets (collectively, "Badge Intellectual Property"). This Agreement does not grant you any ownership interest in Badge Intellectual Property, except for the limited right to use the Platform as permitted. All goodwill generated from using the Platform inures to Badge's exclusive benefit.

4. Collection and Use of Information

When you use the Platform, Badge may automatically collect information about your use, including through cookies and web beacons. You may also be required to provide certain personal information to access or use the Platform or its features. All information collected is subject to Badge's Privacy Policy. By using the Platform, you consent to all actions taken by Badge concerning your information in compliance with this Privacy Policy. Passes are accessed using a Third Party Wallet application, by using these applications you agree to their respective agreements, linked here for convenience:
Google Wallet: https://support.google.com/wallet/answer/12205617?hl=en
Apple Wallet: https://www.apple.com/legal/internet-services/apple-pay-wallet/us/

5. Customer Content and Transactions

You acknowledge that:

• The Customer is solely responsible for all Customer Content and interactions with you on the Platform;

• Any transaction entered into by you with a Customer via the Platform will be solely between you and the Customer;

• The Customer is responsible for processing, fulfilling, and completing all transactions, including shipping products, providing services, and handling payments;

• The Customer will provide all customer service and support for such transactions; and

• The Customer is solely liable for all transactions, including disputes.

Badge does not execute or fulfill transactions. YOU ACKNOWLEDGE THAT Badge EXPRESSLY DISCLAIMS ANY LIABILITY FOR SUCH ORDERS, PRODUCTS, SERVICES, AND TRANSACTIONS TO THE EXTENT PERMITTED BY LAW.

6. Updates

Badge may provide updates to the Platform, which may include upgrades, bug fixes, patches, or new features ("Updates"). These Updates may modify or delete features and functionality. You agree to promptly install all Updates and acknowledge that the Platform may not function properly without them. All Updates are considered part of the Platform and are subject to this Agreement.

7. Third-Party Applications and Materials

7.1 Third-Party Applications. The Platform may include or integrate with third-party services, applications, or software ("Third-Party Applications"). Badge makes no warranties regarding Third-Party Applications and provides them "as is." You are responsible for complying with any third-party terms that apply to these Applications.

7.2 Third-Party Materials. The Platform may display or provide access to third-party content, including Customer Content and links to third-party websites or services ("Third-Party Materials"). Badge is not responsible for the accuracy, completeness, legality, or quality of any Third-Party Materials. Access to Third-Party Materials is at your own risk.

8. Term and Termination

8.1 Term. This Agreement begins when you accept it and continues until terminated by you or Badge.

8.2 Termination. You may terminate this Agreement or your Account by contacting Badge at support@trybadge.com. Badge may terminate this Agreement or your Account at any time without notice for any reason, including violation of terms or failure to comply with third-party application policies.

Upon termination, all rights granted to you under this Agreement will cease, and you must stop using the Platform and your Account. Termination does not limit any of Badge's rights or remedies.

9. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Badge DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Badge DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, BE COMPATIBLE WITH OTHER SYSTEMS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR-FREE.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, Badge AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY DIRECT DAMAGES EXCEEDING $100, ARISING FROM OR RELATED TO YOUR USE OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

You agree to indemnify and hold harmless Badge and its affiliates from any claims, losses, damages, liabilities, costs, or expenses arising from your use or misuse of the Platform or your breach of this Agreement.

12. Export Regulation

The Platform may be subject to U.S. export control laws. You agree not to export or make the Platform accessible from any jurisdiction where prohibited by law.

13. Governing Law

This Agreement is governed by the laws of the State of California, without regard to conflict of law principles. Any legal action related to this Agreement or the Platform must be brought in the courts of San Francisco, California.

14. Changes to this Agreement

Badge may update this Agreement at any time. Changes are effective immediately upon posting. Your continued use of the Platform after changes are posted constitutes your acceptance of the revised Agreement.

15. Entire Agreement

This Agreement and the Privacy Policy constitute the entire agreement between you and Badge regarding the Platform and supersede all prior agreements.