Terms of Service

RALCO TERMS OF SERVICE

Last Updated: February 1, 2026

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a binding agreement between Ralco Compliance Limited, a company incorporated in Ireland (company number 759312), with its registered office at 17 Percy Place, Dublin 4, D04 V250, Ireland ("RALCO," "we," "us," or "our"), and you or the company or other legal entity you represent ("Customer," "you," or "your"). These Terms govern your access to and use of the RALCO platform, including the website at https://ralco.io and the RALCO Worker mobile application (collectively, the "Service").

By signing an Order Form, clicking "I Accept," or otherwise accessing or using the Service, you acknowledge that you have read, understood, andagreeto be bound by these Terms.If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms, you may not access or use the Service.

2. Definitions

"Billable Active User"means any user that has clocked in within the applicable 30-day billing period.

"Customer Data"means all data, including personal information, that Customer or its End Users submit to the Service or that is collected through the Service in connection with Customer's use.

"Data Processing Agreement" or "DPA"means the Data Processing Agreement between RALCO and Customer governing the processing of personal data, which is incorporated into these Terms by reference and available at [link/upon request].

"End User"means an individual authorized by Customer to use the Service, such as Customer's employees, contractors, or workers.

"Order Form"means an ordering document executed by Customer that specifies the services purchased, pricing, subscription term, and other commercial terms, which incorporates these Terms by reference.

"Software"means the software applications provided by RALCO as part of the Service, including the RALCO Worker mobile application.

3. The Service

3.1 Provision of Service

Subject to these Terms and payment of applicable fees, RALCO grants Customer a non-exclusive, non-transferable right to access and use the Service during the applicable subscription term for Customer's internal business operations. RALCO will provide the Service in accordance with the specifications set forth in the applicable Order Form and documentation.

3.2 End User Access

Customer may permit End Users to access and use the Service, subject to these Terms. Customer is responsible for: ensuring that End Users comply with these Terms; all acts and omissions of End Users; maintaining the confidentiality of End User login credentials; and promptly notifying RALCO of any unauthorized use of the Service.

3.3 Service Modifications

RALCO may modify the Service from time to time, including adding or removing features. If RALCO makes a material change that significantly reduces the functionality of the Service, RALCO will provide Customer with reasonable prior notice. Customer's continued use of the Service following such notice constitutes acceptance of the modified Service.

3.4 Beta Features

RALCO may offer access to features designated as "beta" or similar. Beta features are provided "as is" without warranty, may be changed or discontinued at any time, and should not be relied upon for production use.Customershould back up all data used in connection with beta features.

4. Customer Responsibilities

4.1 Compliance

Customer is responsible for: compliance with all applicable laws and regulations in connection with its use of the Service, including employment, labor, and workplace safety laws; providing all notices required by law to End Users, including any notices required regarding electronic monitoring under applicable state law; and ensuring that Customer has all necessary rights, consents, and authorizations to submit Customer Data to the Service and to permit RALCO to process such data as contemplated by these Terms.

4.2 Biometric Data

The Service may collect biometric information from End Users, including facial recognition data and electronic signatures, for identity verification purposes. Customer acknowledges that:

• RALCO's collection and use of biometric data is governed by RALCO's Biometric Information PrivacyPolicy;

• Customer is responsible for ensuring that End Users have received required disclosures and provided valid consent before enrolling in biometric features;

• and Customer will promptly notify RALCO when an End User's employment terminates so that RALCO can process the destruction of that End User's biometric data in accordance with applicable law and RALCO's Biometric Information Privacy Policy.

4.3 Account Information

Customerwill provide accurate, current, and complete registration and account information, and will promptly update such information as necessary. Customer is responsible for maintaining the security of account credentials and will notify RALCO immediately of any unauthorized access.

5. Acceptable Use

Customerwill not, and will not permit any End User or third party to:

• Use the Service in violation of any applicable law or regulation, or in a manner that infringes the rights of any third party;

• upload, transmit, or store any content that is unlawful, defamatory, threatening, harassing, obscene, or otherwise objectionable;

• introduce malware, viruses, or other harmful code into the Service;

• attempt to gain unauthorized access to the Service or its related systems;

• interfere with or disrupt the integrity, security, or performance of the Service;

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software;

• copy, modify, or create derivative works of the Software or Service;

• sublicense, sell, rent, lease, or otherwise transfer access to the Service;

• use the Service to build a competitive product or service; or use the Service in any application where failure could result in death, personal injury, or significant property or environmental damage.

6. Fees and Payment

6.1 Fees

Customer will pay the fees specified in the applicable Order Form. Unless otherwise stated in the Order Form, the Service is billed in advance on a monthly or annual basis. For any Billable Active Users addedin excess ofthe quantity specified in the Order Form, Customer will be charged the applicable per-user feeon a monthly basis.

6.2 Payment Terms

Customer authorizes RALCO to charge the payment method on file for all applicable fees. If payment fails, RALCO will notify Customer and Customer agrees to pay all amounts due withinthirty (30) days of such notice. RALCO reserves the right to suspend access to the Service for any account with overdue payments.

6.3 Taxes

All fees are exclusive of taxes. Customer is responsible for all applicable taxes, including sales, use, and value-added taxes, excluding taxes based on RALCO's net income. If RALCO is required to collect taxes, such taxes will be invoiced to Customer.

6.4 Fee Changes

RALCO may change its fees upon at least thirty (30) days' prior notice to Customer. Fee changes will apply to the next renewal term unless Customer terminates before the renewal effective date.

7. Term and Termination

7.1 Term

The initial term of the Service is specified in the applicable Order Form. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, the subscription will automatically renew for successive periods equal to the initial term (or one year, if shorter).

7.2 Termination by Customer

Customer may terminate the Service at any time by providing thirty (30) days' written notice to RALCO. For annual subscriptions, Customer will receive a pro-rata refund for any complete unused months remaining in the subscription term. Partial monthly refunds are not available.

7.3 Termination by RALCO

RALCO may terminate or suspend Customer's access to the Service immediately upon written notice if: Customer breaches any material term of these Terms; Customer fails to pay any fees when due and does not cure such failure within fifteen (15) days of notice; Customer's use of the Service poses a security risk or may subject RALCO to liability; or Customer becomes insolvent, files for bankruptcy, or ceases operations.

7.4 Effect of Termination

Upon termination or expiration of the Service: Customer's right to access and use the Service will immediately cease; RALCO will make Customer Data available for export for a period of thirty (30) days following termination, after which RALCO may delete Customer Data; Customer will pay all fees accrued through the termination date; and the following sections will survive termination: Definitions, Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and General Provisions.

7.5 Early Termination by RALCO for Breach

If RALCO terminates for Customer's material breach or non-payment, Customer will remain liable for all fees that would have been due for the remainder of the subscription term, less any fees actually paid.

8. Data and Privacy

8.1 Customer Data

As between the parties, Customer retains allright,title, and interest in Customer Data. Customer grants RALCO a non-exclusive, worldwide license to use, copy, store, transmit, and display Customer Data solely to provide the Service and as otherwise permitted by these Terms.

8.2 Privacy

RALCO’s collection and use of personal information is governed by RALCO’s Privacy Policy, Biometric Information Privacy Policy, and Data Processing Agreement, each of which is incorporated into these Terms by reference.Customer acknowledgesthatit hasreviewed these policies. To the extent that Customer Data includes personal data within the meaning of the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the processing of such data shall be governed by the DPA. RALCO is established in Ireland and is subject to the GDPR as a data processor. Customer, as data controller, is responsible for ensuring that it has a lawful basis for the processing of personal data and has provided all required notices and obtained all necessary consents from End Users.

8.3 Data Security

RALCO will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, use, or disclosure. In the event of a security breach affecting Customer Data, RALCO will notify Customer without unreasonable delay.

8.4 Aggregated Data

RALCO may create and use aggregated, anonymized data derived from Customer Data for purposes such as improving the Service, provided such data does not identify Customer or any individual.

8.5 Data Processing Agreement

The parties agree that the DPA governs the processing of personal data in connection with the Service. The DPA sets out the roles of the parties (Customer as controller and RALCO as processor), the categories of personal data processed, the security measures implemented by RALCO, sub-processor arrangements, data breach notification procedures, audit rights, and data subject rights obligations. In the event of any conflict between these Terms and the DPA with respect to the processing of personal data, the DPA shall prevail. Customer agrees to execute the DPA concurrently with these Terms or the applicable Order Form.

8.6 International Data Processing

Customer acknowledges that RALCO is incorporated in Ireland and that Customer Data is stored on servers located in the United States (Amazon Web Services). RALCO personnel in Ireland may access Customer Data remotely in connection with the provision of the Service. The DPA addresses the applicable data transfer mechanisms and safeguards for such processing.

9. Intellectual Property

RALCO and its licensors retain allright, title, and interest in the Service, Software, documentation, and all related intellectual property rights. These Terms do not grant Customer any rights to use RALCO's trademarks, logos, or branding. Customer will not remove or alter any proprietary notices on the Service or Software.

10. Confidentiality

Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information does not include information that: is or becomes publicly available through no fault of the receiving party; was known to the receiving party prior to disclosure; is independently developed by the receiving party; or is rightfully obtained from a third party without restriction.

The receiving party may disclose Confidential Information if required by law, provided it gives the disclosing party reasonable prior notice (where permitted) and cooperates with efforts to obtain protective treatment.

The terms of any Order Form, including pricing, fees, and discounts, shall be deemed Confidential Information of both parties.

11. Warranties and Disclaimers

11.1 Mutual Warranties

Each party represents and warrants that: it has the legal power and authority toenter intothese Terms; its acceptance and performance of these Terms does not violate any other agreement to which it is bound; and these Terms constitute a legal, valid, and binding obligation.

11.2 RALCO Warranty

RALCO warrants that the Service will perform materially in accordance with its documentation during the subscription term. Customer's sole remedy for breach of this warranty is, at RALCO's option, correction of the non-conforming Service or termination of the affected Service and refund of prepaid fees for the period following termination.

11.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.2, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." RALCO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. RALCO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

RALCO MAKES NO WARRANTY REGARDING COMPLIANCE WITH THE DEFENSE CONTRACT AUDIT AGENCY (DCAA) REQUIREMENTS. CUSTOMERS SUBJECT TO DCAA AUDIT REQUIREMENTS ARE ENCOURAGED TO SEEK INDEPENDENT ADVICE REGARDING COMPLIANCE.

12. Limitation of Liability

12.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap

EXCEPT FOR OBLIGATIONS UNDER SECTION 13 (INDEMNIFICATION) OR A PARTY'S BREACH OF SECTION 5 (ACCEPTABLE USE) OR SECTION 10 (CONFIDENTIALITY), EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY CUSTOMER TO RALCO IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12.3 Basis of the Bargain

The limitations inthis Section12 reflect the allocation of risk between the parties and are an essential basis of the bargain. The Service would not be provided without these limitations.

13. Indemnification

13.1 Indemnification by Customer

Customer will defend, indemnify, and hold harmless RALCO and its officers, directors, employees, agents, affiliates, successors, and assigns from and againstany and allthird-party claims, demands, actions, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates any third-party intellectual property, privacy, or otherrights;

(b) Customer's use of the Service, including any use by EndUsers;

(d) Customer's violation of applicable law, including employment, labor, workplace safety, and electronic monitoring notificationlaws;

(e) Customer's failure to obtain required consents, authorizations, or releases from End Users, including consent for biometric data collection as required by applicablelaw;

(f) any claim brought by an End User against RALCO arising out of or relating to the End User's employment or engagement with Customer, Customer's use of data obtained through the Service, or Customer's employment decisions oractions;

(g) any claim arising under the Illinois Biometric Information Privacy Act, the Texas Capture or Use of Biometric Identifier Act, or any similar state or federal biometric privacy law, to the extent arising from Customer's failure to provide required notices, obtain requiredconsents, or comply with its obligations under Section 4.2 of these Terms; and

(h) any claim that Customer's instructions, specifications, or requirements caused RALCO to violate any third-party rights or applicable law.

13.2 Indemnification by RALCO

Subject to the limitations and exclusions in this Section 13, RALCO will defend Customer from any third-party claim that the Service, as provided by RALCO and used in accordance with these Terms, directly infringes a valid United States patent, registered copyright, or registered trademark, and will pay any damages finally awarded by a court of competent jurisdiction or agreed to in settlement, provided that:

(a) Customer provides RALCO with prompt written notice of the claim, and in no event later than fifteen (15) days after Customer becomes aware of the claim (failure to provide timely notice will relieve RALCO of its obligations under this Section 13.2 to the extent RALCO is prejudiced by such failure);

(b) RALCO has sole and exclusive control of the defense and settlement of the claim (provided that RALCO will not settle any claim in a manner that admits liability on Customer's behalf or imposes obligations on Customer without Customer's prior written consent, not to be unreasonably withheld);

(d) Customer does not admit liability, make any statement, or take any action thatprejudicesthe defense of the claim without RALCO's prior written consent.

13.3 Exclusions from RALCO's Indemnification

RALCO will have no obligation under Section 13.2 for any claim arising from or relating to:

(a) Customer Data or any content provided by Customer or EndUsers;

(b) modifications to the Service not made or authorized in writing byRALCO;

(c) combination of the Service with any products, services, software, data, or materials not provided by RALCO, where the claim would not have arisen but for suchcombination;

(d) Customer's use of the Service in violation of these Terms or applicablelaw;

(e) Customer's use of the Service after RALCO has notified Customer to cease such use due to an infringementclaim;

(f) use of any version of the Service other than the then-current version, if the claim would have been avoided by use of the currentversion;

(g) any beta feature, free trial, or no-charge access to theService;

(h) anyopen sourcesoftware or third-party component, to the extent governed by separate licenseterms;

(i) any claim based on trade secrets or confidential information; or

(j) Customer's instructions, specifications, or requirements, where the claim arises from RALCO's compliance therewith.

13.4 Remediation

If the Service becomes, or in RALCO's reasonable opinion is likely to become, the subject of an infringementclaimunder Section 13.2, RALCO may at its sole option and expense:

(a) obtain the right for Customer to continue using theService;

(b) modify or replace the Service to make it non-infringing while providing substantially equivalent functionality; or

(c) if neither (a) nor (b) is commercially practicable, terminate the affected Service upon written notice and refund to Customer any prepaid fees for the period following termination.

This Section 13.4 states Customer's sole and exclusive remedy, and RALCO's entire liability, for any claim that the Service infringes or misappropriates any third-party intellectual property rights.

13.5 Limitation on RALCO's Indemnification Liability

Notwithstanding anything to the contrary in these Terms, RALCO's aggregate liability under Section 13.2, including all defense costs, settlements, and damages awarded, will not exceed the greater of (a) the aggregate fees paid or payable by Customer to RALCO in the twelve (12) months preceding the first claim giving rise to indemnification, or (b) fifty thousand dollars ($50,000 USD).

13.6 Indemnification Procedures

A party seeking indemnification (the "Indemnified Party") must: (a) promptly notify the other party (the "Indemnifying Party") in writing of any claim for which indemnification is sought; (b) give the Indemnifying Party sole control of the defense and settlement; and (c) provide reasonable cooperation at the Indemnifying Party's expense. The Indemnified Party may participate in the defense at its own expense with counsel of its choice, but the Indemnifying Party will have sole control of the defense and any settlement negotiations. The Indemnifying Party will not consent to any settlement that imposes liability or obligations on the Indemnified Party without the Indemnified Party's prior written consent.

14. Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, government action, labor disputes, or Internet service interruptions. The affected party will promptly notify the other party and use reasonable efforts to mitigate the impact.

15. General Provisions

15.1 Governing Law and Jurisdiction

These Terms are governed by the laws of the State of New York, without regard to conflict of law principles. For matters relating to GDPR compliance and the processing of personal data under the DPA, the relevant provisions of EU/EEA law shall apply to the extent required. Any dispute arising out of these Terms will be resolved exclusively in the state or federal courts located in New York County, New York, and each party consents to the personal jurisdiction of such courts.

15.2 Notices

Notices to RALCO must be sent to 17 Percy Place, Dublin 4, D04 V250, Ireland / legal@ralco.io or legal@ralco.io. Notices to Customer will be sent to the email address associated with Customer's account. Notices are effective upon delivery.

15.3 Assignment

Customer may not assign these Terms or any rights hereunder without RALCO's prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of Customer's assets. RALCO may assign these Terms freely. Any attempted assignment in violation of this section is void.

15.4 Amendments

RALCO may amend these Terms by posting updated Terms on its website and providing notice to Customer. Material changes will be effective thirty (30) days after notice, unless Customer terminates before the effective date. Continued use of the Service after the effective date constitutes acceptance of the amended Terms.

15.5 Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

15.6 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

15.7 Entire Agreement

These Terms, together with any applicable Order Form, Data Processing Agreement, Privacy Policy, and Biometric Information Privacy Policy, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, understandings, and communications. In the event of a conflict, the Order Form will control over these Terms, the DPA will control over these Terms with respect to the processing of personal data, and these Terms will control over the Privacy Policy and Biometric Information Privacy Policy.

15.8 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

15.9 Third-Party Beneficiaries

There are no third-party beneficiaries to these Terms. End Users are not third-party beneficiaries and have no rights under these Terms.

16. Contact Information

For questions about these Terms, please contact:

Ralco Compliance Limited

17 Percy Place, Dublin 4, D04 V250, Ireland

Email: legal@ralco.io

Phone: +353 (0)1 513 4400