End User License Agreement

Please review the terms and conditions of this End User License Agreement (the “Agreement” or “EULA”). By clicking “I Accept,” creating an account, or accessing the Simplin software application and any related services (the “Simplin Software”), you acknowledge that you have read this Agreement and agree to be bound by its terms.

As used in this Agreement, “Simplin” or “We” or “Us” means Simplin (“simplin.ai”), and “you” means both you as an individual user and the company or organization you represent or are associated with (the “Company”). Upon acceptance of these terms, you may also be referred to as an “Authorized User.”

Certain provisions in this Agreement apply only if you are the owner of an account on behalf of the Company (the “Account Owner”). Those terms are designated as “Terms Applicable to Account Owner.” You represent and warrant that you have the authority to bind the Company to this Agreement if you are initially setting up the account as the Account Owner.

If you do not agree with this Agreement, you must not access or use the Simplin Software and should exit the application immediately.

1. Simplin Software

The Simplin Software is a workforce management application that enables you to manage employee time tracking via NFC, PIN, and other clock-in methods, as well as scheduling, timesheets, payroll processing, earnings reports, employee records, notifications, and related business operations. Simplin may add or remove features and functionality at its sole discretion.

This Agreement governs your use of the Simplin Software, including any content, features, or services made available to you now or in the future. The Simplin Software is owned by Simplin. Simplin retains title and all ownership and intellectual property rights in and to the Simplin Software, including but not limited to its source code, object code, application programming interfaces, documentation, data, information, trademarks, service marks, and trade secrets.

2. License Grant

Subject to your compliance with all terms and conditions of this Agreement (including applicable fees), Simplin grants to you a limited, non-exclusive, non-transferable license to access and use the Simplin Software during the Term only for your internal business purposes (the “License”). The Simplin Software is being licensed and not sold to you. You will not acquire any ownership interest in the Simplin Software under this Agreement.

3. Terms Applicable to Account Owners

Authorized Locations and Users

Account Owners must establish a License for each business location using the Simplin Software (each, an “Authorized Location”). Simplin reserves the right to audit your usage. If an audit reveals that you are using a single License across more than one Authorized Location, Simplin may: (a) require you to pay additional fees; or (b) suspend or terminate your access.

As the Account Owner, you may add employees and users to the Simplin Software at your discretion. All users must accept this Agreement before accessing the Simplin Software. You and the Company are responsible for: (i) your own conduct when accessing the Simplin Software; and (ii) any actions taken by any person accessing the Simplin Software through credentials or devices associated with your Authorized Location.

Fees

Simplin offers different pricing tiers that may include monthly or annual subscription fees (collectively, the “Subscription Fees”). Subscription Fees are subject to change at Simplin’s discretion with at least fifteen (15) days’ prior notice. Fees will be automatically charged to your payment method on file. If a payment fails, Simplin will notify you and provide an opportunity to resubmit. If payment is not received within 5 business days, your account may be suspended. Account Owners are responsible for all applicable taxes.

You may terminate the License at any time, but you will be billed through the end of the current billing cycle. Prepaid fees are non-refundable and will not be prorated.

4. Use Restrictions

You must not and must not allow any other person to:

• Use the Simplin Software for any unlawful purpose
• Make the Simplin Software available to any unauthorized third party
• Copy, reverse-engineer, or create derivative works or competitive products from the Simplin Software
• Circumvent any technology measures that control access to or the security of the Simplin Software
• Post, transmit, or infect the Simplin Software with viruses or other harmful code
• Use the Simplin Software in any manner that violates or diminishes the rights of Simplin
• Use the Simplin Software to benefit any party other than you and the Company you represent

5. Term and Termination

The Term begins on the date you accept this Agreement and ends on the date you terminate your License (the “Termination Date”). Simplin may suspend your License at any time if it determines that you are violating this Agreement or putting Simplin, its customers, its systems, or its data at risk. Simplin may provide a 10-day cure period but is not obligated to allow access during this time.

Simplin may also terminate your License by providing written notice (including email) if it determines in its sole discretion that it can no longer service your account. No refund of pre-paid fees will be provided upon termination by either party. Upon termination, Simplin may permanently delete your User Content in accordance with its data retention policies.

6. Account Deletion

You may delete your account at any time through the Simplin mobile application or by contacting us at support@simplin.ai. Upon account deletion:

• Your login credentials and authentication data will be permanently removed
• Your employee record (time entries, schedules, etc.) will be preserved for your employer’s business and compliance purposes, but will no longer be linked to your account
• Account deletion is irreversible — you would need to create a new account to use the Simplin Software again

7. Configuration and Setup

Simplin is not responsible for configuring or setting up your account. As the Account Owner, you will have administrator rights to configure NFC tags, employee records, pay rates, schedules, and other settings. You are solely responsible for ensuring that your Authorized Users have appropriate access levels and permissions.

8. Consent to Receive Electronic Communications

By accepting this Agreement, you consent to receive all communications, terms, and notices from Simplin electronically, including through in-app notifications, push notifications, email, and text messages to the contact information you provided.

9. App, Push, Text, and Email Notifications

The Simplin Software may send push notifications, text messages, or email alerts related to clock-in/out events, schedule changes, payroll updates, and other operational matters. You are responsible for any data or messaging fees charged by your communications provider. Simplin is not responsible for notification delays caused by network services outside its control.

You warrant that you have obtained appropriate permissions from any user you add to the Simplin Software to receive such notifications. You can manage notification preferences in the app settings at any time.

10. User Content

You own any data or information you submit through the Simplin Software, including data submitted by your Authorized Users (collectively, “User Content”). You are responsible for the accuracy of User Content. By using the Simplin Software, you grant Simplin a worldwide, non-exclusive license to use, store, host, access, and process the User Content for the following purposes:

• Operating, maintaining, and improving the Simplin Software
• Providing payroll, scheduling, and time tracking services to you
• Generating aggregated, anonymized analytics and insights
• Complying with legal requirements and responding to lawful requests

Simplin will not sell your individually identifiable User Content to third parties. Any aggregated or anonymized data derived from User Content may be used for product improvement and industry analytics.

11. NFC, GPS, Location, and Device Data

The Simplin Software uses NFC (Near Field Communication) technology as a primary method for employee clock-in and clock-out. By using the Simplin Software, you acknowledge and consent to:

• NFC tag scanning for time tracking purposes
• Collection of location data to verify clock-in/out events occur within authorized geofenced areas
• Collection of device information necessary for the operation of the Simplin Software

You may manage location permissions through your mobile device settings. Disabling location access may restrict certain features of the Simplin Software, such as geofence-based clock verification.

12. Usage Analytics

Simplin may collect and analyze usage patterns, session data, and technical performance information (collectively, “Usage Data”) to maintain, improve, and develop the Simplin Software. Simplin owns all Usage Data. This data may be shared with third-party analytics providers in anonymized form.

13. Data Storage and Security

The Simplin Software transfers data over the internet and third-party networks. Simplin will use commercially reasonable efforts to protect your data, including encryption in transit and at rest, but does not warrant that data breaches will not occur. Simplin recommends that you maintain your own backups of critical business data. Simplin is not liable for data loss, unauthorized access, or inadvertent disclosure of User Content.

14. Feedback

Any feedback, suggestions, or ideas you provide regarding the Simplin Software (collectively, “Feedback”) becomes the exclusive property of Simplin. You assign to Simplin all rights, title, and interest in such Feedback. Simplin may use Feedback without notice or compensation to you.

15. Confidentiality

“Confidential Information” means all information regarding Simplin or the Simplin Software that is identified as confidential or proprietary or that you should reasonably know is confidential. You must not disclose Confidential Information to third parties and must protect it with at least a reasonable degree of care.

16. Limited Warranties and Disclaimers

THE SIMPLIN SOFTWARE IS PROVIDED “AS-IS” AND “AS AVAILABLE.” SIMPLIN DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED. SIMPLIN DISCLAIMS ALL EXPRESS, STATUTORY, OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOU AND YOUR COMPANY COMPLY WITH ALL APPLICABLE FEDERAL, STATE, AND LOCAL LABOR LAWS AND REGULATIONS, INCLUDING BUT NOT LIMITED TO WAGE AND HOUR LAWS, OVERTIME CALCULATIONS, AND RECORD-KEEPING REQUIREMENTS.

17. Disclaimers Related to Notification Delays

SIMPLIN IS NOT LIABLE FOR ANY PUSH NOTIFICATION, EMAIL, OR TEXT MESSAGING DELAYS OR ERRORS. IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU AND YOUR AUTHORIZED USERS ARE RECEIVING ALL NECESSARY NOTIFICATIONS AND THAT NOTIFICATIONS ARE ACCURATE. SIMPLIN WILL NOT BE LIABLE FOR EVENTS OR CIRCUMSTANCES OUTSIDE OF ITS COMMERCIALLY REASONABLE CONTROL.

18. Limitation of Liability

THE TOTAL LIABILITY OF SIMPLIN AND ITS EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS, AND AGENTS FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT IS LIMITED IN THE AGGREGATE TO THE AMOUNT ACTUALLY PAID BY YOU TO SIMPLIN IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM. SIMPLIN DISCLAIMS ALL LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS, OR DATA LOSS. SIMPLIN IS NOT LIABLE FOR SERVICE INTERRUPTIONS DUE TO: (I) SCHEDULED MAINTENANCE OR UPDATES; (II) TECHNICAL FAILURES, CYBERATTACKS, OR FORCE MAJEURE EVENTS; (III) THIRD-PARTY SERVICE PROVIDER OUTAGES; (IV) INTERNET OR NETWORK FAILURES; OR (V) THIRD-PARTY INTEGRATIONS. ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE DATE THE CLAIM ARISES, OR THE CLAIM WILL BE FOREVER BARRED.

19. Indemnification

You and the Company will defend, indemnify, and hold harmless Simplin and its employees, contractors, officers, directors, and agents from and against all liabilities, claims, and expenses, including reasonable attorney’s fees, that arise from or are related to: (a) your use or misuse of the Simplin Software; (b) any User Content; (c) any violation of this Agreement; (d) any dispute related to your Authorized Users or employment relationships; (e) your failure to comply with applicable data protection, labor, or employment laws; (f) your failure to verify the accuracy of payroll information provided to Simplin; and (g) any breach of security on your systems resulting in unauthorized access.

20. Compliance with Laws

You must comply at all times with all applicable laws, rules, and regulations when using the Simplin Software. You are solely responsible for ensuring compliance with federal, state, and local labor laws, including wage and hour requirements, overtime rules, and record-keeping obligations. The Simplin Software is a tool to assist with time tracking and payroll — it does not guarantee legal compliance.

21. No Agency

No joint venture, partnership, employment, or agency relationship exists between you and Simplin as a result of this Agreement or your use of the Simplin Software.

22. Assignment

You may not assign, sublicense, or transfer any of your rights under this Agreement. Simplin may freely assign or transfer its rights and duties without notice to you.

23. Severability

If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remainder shall continue in full force and effect.

24. Users Outside the United States

The Simplin Software is primarily intended for use by businesses in the United States. If you access the Simplin Software from other locations, you do so at your own initiative and are responsible for compliance with local laws. Your data may be transferred to and processed in the United States, where data protection laws may differ from your country of residence.

25. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS IN THE EVENT OF A DISPUTE.

25.1 Informal Resolution

Before filing any formal claim, you agree to first contact Simplin at support@simplin.ai to attempt to resolve the dispute informally. Simplin will make good-faith efforts to address your concerns within 30 days.

25.2 Binding Arbitration

If informal resolution fails, you and Simplin agree that any dispute arising out of or relating to this Agreement shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator and may take place via video conference or in the state of New York.

25.3 No Class Actions

NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS. UNLESS AGREED IN WRITING BY ALL PARTIES, NO PARTY MAY JOIN OR CONSOLIDATE CLAIMS WITH THOSE OF OTHER INDIVIDUALS OR ENTITIES.

25.4 Opt-Out

You may opt out of this arbitration provision by discontinuing use of the Simplin Software within 30 days of your initial acceptance of this Agreement.

26. Governing Law and Venue

Except for the arbitration provision (which is governed by the Federal Arbitration Act), the laws of the State of New York govern this Agreement, without regard to conflict of law principles. Any legal action not subject to arbitration must be filed in the courts of New York, and you consent to the personal jurisdiction of those courts.

27. Entire Agreement

This Agreement constitutes the entire agreement between Simplin and you with respect to the Simplin Software. Additional services (such as advanced payroll features) may be governed by separate terms that supplement this Agreement. In case of conflict, service-specific terms control for that particular service. This Agreement supersedes all prior agreements and understandings relating to the Simplin Software.

28. Contact Information

Any questions, comments, or legal notices regarding this Agreement or the Simplin Software should be sent to: