Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and Akoji LLC, a Texas limited liability company doing business as VeroPunch (“Company,” “we,” “us,” or “our”). By accessing or using the VeroPunch application, website, or any related services (collectively, the “Service”), you agree to be bound by these Terms, our Privacy Policy, and any applicable Data Processing Addendum.

If you are using the Service on behalf of a business or organization, you represent and warrant that you have the authority to bind that entity to these Terms and that the entity agrees to be bound.

2. Description of Service

VeroPunch is a biometric time-tracking platform that uses facial recognition technology to verify employee clock-in and clock-out events. The Service includes: (a) an iPad-based kiosk application for employee time capture and facial verification; (b) a web-based administration dashboard for managing employees, reviewing time records, and generating reports; and (c) related cloud services for data synchronization, storage, and processing. The Service is designed for use by businesses to manage employee attendance and time records.

3. Account Registration and Security

To use the Service, you must create an account and provide accurate, complete, and current information. You are responsible for: (a) maintaining the confidentiality of your account credentials; (b) all activities that occur under your account; (c) ensuring that only authorized individuals have administrator access; and (d) notifying us immediately of any unauthorized use at security@veropunch.com. We are not liable for any loss resulting from unauthorized use of your account credentials. You are also responsible for securing the physical iPad device running the VeroPunch kiosk application.

4. Biometric Data and Consent

The Service processes biometric data — specifically facial geometry embeddings — for the purpose of employee identity verification. By using the Service, you acknowledge and agree:

• Mandatory Consent. The Service requires each employee to complete an in-app informed consent flow before biometric enrollment can proceed. You acknowledge that this electronic consent is designed to satisfy written consent requirements under applicable law. You are additionally responsible for complying with any jurisdiction-specific consent requirements that exceed the in-app flow (such as posting physical notices near kiosk devices where required).
• Employee Notice. You must provide employees with clear disclosure explaining: what biometric data is collected, the purpose of collection, how long the data will be retained, and how to request deletion.
• Legal Compliance. You must comply with all applicable biometric privacy laws in your jurisdiction, including but not limited to BIPA, the Texas CUBI Act, and any other applicable state, local, or international biometric privacy regulations.
• On-Device Processing. Facial recognition is processed on-device using Apple's CoreML framework. Raw facial images are processed in-memory and immediately discarded. Only mathematical embeddings are retained for verification.
• Controller Responsibility. As between you and VeroPunch, you are the data controller (or “business”) with respect to employee biometric data. VeroPunch acts as a data processor (or “service provider”) and processes biometric data only as necessary to provide the Service and as described in our Privacy Policy.

5. Subscription, Payment, and Trials

The Service is offered on a subscription basis. Pricing, billing cycles, and payment terms are as described on our website or in a separate order form (“Order Form”).

• Fees. All fees are due in accordance with the billing cycle selected. Customer is responsible for applicable taxes (excluding taxes on our net income). Failure to pay fees when due may result in suspension or termination of access.
• Renewals. Subscriptions automatically renew at the end of each billing period unless cancelled before the renewal date.
• Price Changes. We may modify pricing with at least 30 days' prior written notice. Price changes take effect at the start of the next billing period following the notice.
• Refunds. Fees are generally non-refundable, except: (a) as required by applicable law; (b) if we materially breach these Terms and fail to cure within 30 days of written notice; or (c) as specified in an applicable Order Form.
• Free Trials. If we offer a free trial, no charges will be incurred until the trial period ends. We will provide notice before any trial converts to a paid subscription.

6. License and Acceptable Use

License. During the subscription term, we grant you a limited, non-exclusive, non-transferable right to access and use the Service for your internal business timekeeping and attendance purposes, subject to these Terms.

Restrictions. You shall not:

• Use the Service to track, surveil, or monitor individuals without proper authorization and informed consent.
• Use biometric data collected through the Service for any purpose other than employee time and attendance verification.
• Attempt to reverse engineer, decompile, or disassemble any part of the Service.
• Attempt to extract, reconstruct, or reverse-engineer facial images from biometric embeddings.
• Use the Service in any manner that could damage, disable, or impair the Service or interfere with other customers' use.
• Upload or transmit viruses, malware, or other harmful code.
• Use the Service in a manner that violates applicable employment, anti-discrimination, or civil rights laws.
• Resell, sublicense, or redistribute the Service without our prior written consent.

7. Artificial Intelligence and Machine Learning

The Service uses AI and machine learning for facial recognition and identity verification.

• Limited AI Function. The AI performs a single function — comparing a presented face against enrolled employee profiles to produce a match or no-match result. It does not make employment decisions, performance assessments, or any determinations beyond identity verification.
• Accuracy Limitations. No biometric or AI system achieves 100% accuracy. Environmental factors may affect results. You agree not to take adverse employment action based solely on an AI result without human review.
• On-Device Processing. All AI inference occurs locally on the iPad device. Facial data is not sent to external AI services or third-party platforms.
• No Customer Data Training. We do not use your data to train, retrain, or improve our machine learning models.
• Employer Responsibility. You are solely responsible for all employment-related decisions. You agree to maintain appropriate human oversight and manual fallback procedures.
• Regulatory Compliance. You are responsible for complying with all applicable laws regarding AI and automated decision-making, including required employee disclosures.

8. Data Ownership and License

You retain ownership of all data you submit to the Service, including employee records, time and attendance data, and configuration data (“Customer Data”). You grant Akoji LLC a limited, non-exclusive, non-transferable license to use, process, and store Customer Data solely for the purpose of providing the Service. We will not sell, share, or use Customer Data for any purpose other than delivering the Service, except as required by law.

For clarity, biometric data is processed solely as described in our Privacy Policy and is subject to the purpose limitations and deletion requirements set forth therein — not to any broader license grant.

9. Intellectual Property and Feedback

The Service, including its software, algorithms, models, design, logos, trademarks, and documentation, is owned by Akoji LLC and protected by applicable intellectual property laws. These Terms do not grant you any right, title, or interest in the Service beyond the limited right to use it during your active subscription.

If you provide suggestions, ideas, or feedback about the Service (“Feedback”), you grant us a non-exclusive, royalty-free, perpetual license to use the Feedback for any purpose. Feedback does not include Customer Data.

10. Service Availability and Support

We strive to maintain high availability but do not guarantee uninterrupted or error-free access. The Service includes offline capabilities that allow continued kiosk operation during network outages, with data syncing automatically when connectivity is restored. We will provide reasonable technical support via email at support@veropunch.com. Scheduled maintenance will be communicated in advance when possible. If we offer an SLA, its terms will be in a separate agreement or Order Form.

11. Confidentiality

“Confidential Information” means any non-public information disclosed by either party in connection with the Service, including business plans, customer lists, technical data, product plans, and Customer Data. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

Each party agrees to: (a) use the other's Confidential Information only for purposes related to the Service; (b) protect it with at least the same care used for its own confidential information (but no less than reasonable care); and (c) not disclose it except to employees, contractors, and service providers who need to know and are bound by comparable obligations.

Biometric data and facial embeddings are Confidential Information subject to the additional protections in our Privacy Policy.

12. Data Security

We implement technical and organizational security measures to protect Customer Data, which may include encryption in transit and at rest, role-based access controls, audit logging, and regular security assessments. No system is completely secure, and we cannot guarantee absolute security. You are responsible for security within your organization, including securing the physical kiosk device and restricting administrator access.

13. Termination

• By Customer. You may cancel your subscription at the end of the current billing period with written notice.
• By VeroPunch. We may suspend or terminate your access if you: (a) breach these Terms; (b) fail to pay fees for more than 15 days past due; or (c) use the Service in a manner that poses a security risk or violates applicable law.
• Data Export. Upon termination, you may request export of your Customer Data for 30 days. We will provide data in a standard machine-readable format (CSV or JSON).
• Deletion. After the 30-day export period, we will delete your Customer Data, including biometric embeddings, in accordance with our data retention policy. Deletion from backups will be completed within 90 days, subject to legal holds.
• Survival. Sections 8 (Data Ownership), 9 (Intellectual Property), 11 (Confidentiality), 14 (Indemnification), 15 (Limitation of Liability), 16 (Disclaimers), 17 (Governing Law), and 19 (General Provisions) survive termination.

14. Indemnification

By Customer. You agree to indemnify and hold harmless Akoji LLC, its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorney's fees) arising out of: (a) your use of the Service in violation of these Terms; (b) your failure to obtain required biometric consent from employees; (c) your failure to comply with applicable biometric privacy or employment laws; or (d) Employee data you provide that infringes a third party's rights.

By VeroPunch. We will indemnify and hold harmless you from and against any third-party claims alleging that the Service (as provided by us and used in accordance with these Terms) infringes a third party's intellectual property rights, provided that: (a) you promptly notify us of the claim; (b) you grant us sole control of the defense and settlement; and (c) you provide reasonable cooperation. If the Service becomes subject to an infringement claim, we may, at our option: modify the Service, procure a license, or terminate the affected subscription with a pro-rata refund.

15. Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, or business opportunity, whether incurred directly or indirectly. Our total aggregate liability for any claims arising out of or related to the Service shall not exceed the amount you paid to us in the twelve (12) months preceding the claim.

Carve-outs. The limitations in this section do not apply to: (a) either party's indemnification obligations under Section 14; (b) either party's infringement of the other party's intellectual property rights; (c) either party's willful misconduct or gross negligence; (d) breaches of confidentiality obligations under Section 11; or (e) liabilities that cannot be limited under applicable law, including liabilities arising from biometric data breaches.

16. Disclaimer of Warranties

The Service is provided “as is” and “as available” without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that facial recognition will be 100% accurate in all conditions. We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components.

17. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions.

Arbitration. Except for disputes that qualify for small claims court, any dispute arising out of or related to these Terms shall be resolved through binding arbitration administered in Harris County, Texas, under the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator's decision shall be final and binding.

Class Action Waiver. You and VeroPunch agree that any dispute resolution proceedings will be conducted only on an individual basis and not as part of a class, consolidated, or representative action.

Opt-Out. You may opt out of the arbitration and class action waiver by sending written notice to legal@veropunch.com within 30 days of first accepting these Terms. If you opt out, disputes will be resolved in the state or federal courts located in Harris County, Texas.

Small Claims. Either party may bring qualifying claims in small claims court in Harris County, Texas (or the county where you are located) without first engaging in arbitration.

Equitable Relief. Nothing in this section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including protection of intellectual property rights, Confidential Information, or unauthorized access.

18. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes by email or through the Service at least 30 days before they take effect. Your continued use after the effective date constitutes acceptance. If you do not agree, you may terminate your subscription before the effective date.

19. General Provisions

• Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be modified to the minimum extent necessary.
• Entire Agreement. These Terms, together with the Privacy Policy, any applicable DPA, and any Order Forms, constitute the entire agreement regarding the Service and supersede all prior agreements.
• Assignment. You may not assign these Terms without our prior written consent. We may assign in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound. Any purported assignment in violation is void.
• Force Majeure. Neither party is liable for failure or delay due to causes beyond its reasonable control, including natural disasters, acts of government, pandemics, telecommunications failures, or power outages, provided the affected party gives prompt notice and uses reasonable efforts to mitigate.
• Waiver. Failure to enforce any right or provision does not constitute a waiver.
• Notices. All notices shall be in writing — by email to the address on your account (for you) or to legal@veropunch.com (for us). Notice is deemed given upon confirmed delivery.
• Independent Contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, employment, or agency relationship.
• Export Compliance. You agree to comply with all applicable export and import laws.

20. Contact Information

If you have questions about these Terms, please contact us:

Akoji LLC (d/b/a VeroPunch)
General: hello@veropunch.com
Support: support@veropunch.com
Legal: legal@veropunch.com
Security: security@veropunch.com