ZeroBadge Master Service Agreement

Version 1.0 · Effective October 6, 2026

This Master Service Agreement ("MSA") is between ZeroBadge ("ZeroBadge"), and the organization identified at signup or in an order form ("Customer"). It governs Customer's subscription to the ZeroBadge platform and its purchase and use of Badges. Capitalized terms not defined here have the meanings in the ZeroBadge Terms of Service.

THIS MSA PLACES RESPONSIBILITY FOR EMPLOYMENT LAW COMPLIANCE, WORKER NOTICE AND CONSENT, AND ALL PAY DECISIONS ON CUSTOMER. PLEASE READ SECTIONS 5, 6, 10, AND 11 CAREFULLY.

1. Structure and acceptance

1.1 This MSA incorporates the Terms of Service, the Hardware Terms and Limited Warranty, the Data Processing Addendum ("DPA"), and each order form. The order of priority is stated in Section 1.5 of the Terms of Service.

1.2 Customer accepts this MSA by signing an order form, completing checkout, clicking to accept, or using the Service. The individual accepting represents that they are authorized to bind Customer.

1.3 Customer's purchase orders, vendor forms, or other terms do not apply and are rejected, even if ZeroBadge does not object to them.

2. Order forms, fees, and payment

2.1 Order forms. Badge quantities, pricing, billing frequency, and start date are set in an order form or in the billing configuration of Customer's account.

2.2 Fees. Unless an order form says otherwise, fees consist of (a) a one-time hardware fee for each Badge purchased, and (b) a recurring monthly platform fee for each Badge assigned to a Worker in Customer's account at any time during the billing period. Reassigning a Badge among Customer's own Workers does not trigger a new hardware fee. Deactivating a Badge takes effect at the end of the then-current billing period.

2.3 Automatic renewal. THE SUBSCRIPTION RENEWS AUTOMATICALLY EACH BILLING PERIOD, AND CUSTOMER AUTHORIZES ZEROBADGE TO CHARGE THE PAYMENT METHOD ON FILE FOR EACH RENEWAL UNTIL CUSTOMER CANCELS. Customer may cancel at any time in the account's billing settings or by emailing support@zerobadgetechnologies.com. Cancellation takes effect at the end of the then-current billing period.

2.4 Payment. Fees are charged through our payment processor to the payment method Customer provides. Invoices are due on receipt unless an order form says otherwise. All fees are stated and payable in U.S. dollars.

2.5 No refunds. Except as expressly stated in the Hardware Terms and Limited Warranty or required by law, all fees are non-refundable and non-cancellable once charged, including for partial periods and unused Badges.

2.6 Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer will reimburse reasonable collection costs, including attorneys' fees. ZeroBadge may suspend the Service for any account more than 15 days past due after notice.

2.7 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, and similar taxes other than taxes on ZeroBadge's net income.

2.8 Price changes. ZeroBadge may change recurring fees on at least 30 days' notice, effective at the next billing period after the notice period.

2.9 Disputes and chargebacks. Customer must notify ZeroBadge of any billing dispute within 30 days of the charge. Customer will not initiate a chargeback without first giving ZeroBadge 15 days to resolve the dispute.

3. Hardware

The purchase, delivery, risk of loss, warranty, and safe use of Badges are governed by the Hardware Terms and Limited Warranty. Customer is responsible for the physical security, charging, distribution, and daily handling of Badges, and for lost, stolen, or damaged Badges.

4. Support and service levels

ZeroBadge provides reasonable support for account, dashboard, and connectivity issues through the channels shown in the dashboard. ZeroBadge makes no commitment as to uptime, response time, or resolution time unless a signed service-level addendum says otherwise.

5. Customer's responsibilities

5.1 Customer is the employer. As between the parties, Customer is solely and exclusively responsible for its workforce and for compliance with every federal, state, and local law that applies to it as an employer or hiring entity, in every jurisdiction where its Workers are located. ZeroBadge is not an employer, joint employer, or agent of Customer and has no responsibility for Customer's compliance.

5.2 Notice and consent. Before any Badge is issued to or activated for a Worker, Customer will, at its own expense, give every notice and obtain every consent, acknowledgment, and authorization required by law for the collection and use of location, movement, and other data through the Service. This includes requirements under electronic tracking and electronic monitoring laws, privacy laws (including the California Consumer Privacy Act where it applies to Customer), and any law requiring written notice, signed acknowledgment, posted notice, annual notice, or notice in a language the Worker understands. Customer will keep records sufficient to prove compliance and will provide them to ZeroBadge on request.

5.3 ZeroBadge's consent tools are a convenience. ZeroBadge may display a tracking notice and record a Worker's acknowledgment in the worker portal. That tool is provided as a convenience to Customer and on Customer's behalf. ZeroBadge does not represent that it satisfies any legal requirement that applies to Customer. Customer is solely responsible for deciding whether additional or different notice, consent, posting, translation, or bargaining is required, and for doing it.

5.4 Collective bargaining and local rules. Before deploying Badges, Customer will confirm that their use is permitted under, and will comply with, every collective bargaining agreement, project labor agreement, union or works rule, contract with an owner or general contractor, site rule, public works or prevailing wage requirement, and state, county, or city law or policy that applies to Customer or its Workers. Customer is solely responsible for any bargaining, notice, or approval those require.

5.5 Wage and hour compliance. Customer is solely responsible for: determining hours worked and compensable time, including travel time, waiting time, and on-call time; minimum wage, overtime, and premium pay; meal and rest periods and related records and premiums; pay stubs and wage statements; timekeeping and payroll records required by law; prevailing wage and certified payroll; and worker classification.

5.6 Review before reliance. Customer will independently review, verify, and where necessary correct all information from the Service before using it for payroll, billing, discipline, or any other decision. Customer will not use information from the Service as the sole basis for paying, not paying, disciplining, or terminating any person, and will give each Worker a fair way to dispute and correct information about them.

5.7 Customer's own records. The Service is not Customer's system of record. Customer is responsible for exporting and keeping its own copies of any information it is legally required to retain, for as long as the law requires. ZeroBadge's retention periods are stated in the DPA and Privacy Policy. ZeroBadge does not guarantee that any data will be available at any particular time.

5.8 Working time only. Customer will not require or cause Workers to carry an active Badge during unpaid meal periods, off-duty time, or any other time when tracking is not lawful, and will tell Workers that they may switch the Badge off during those times. Customer will not use the Service to monitor Workers' lawful off-duty conduct or legally protected activity.

5.9 Adults only. Customer will not assign a Badge or portal account to anyone under 18.

5.10 Worker questions and privacy requests. Customer is the first point of contact for its Workers' questions, complaints, disputes, and requests to access, correct, or delete their information, and will respond as required by law. ZeroBadge may refer Workers to Customer.

5.11 Safety. Customer is solely responsible for workplace safety, supervision, emergency response, and compliance with occupational safety and health laws. Customer will not rely on Safety Features as a substitute for any of these and will tell its Workers and supervisors that ZeroBadge does not monitor alerts or contact emergency services.

5.12 Admins and accuracy of setup. Customer is responsible for its Admins, for the accuracy of the sites, locations, Worker assignments, and settings it configures, and for all activity in its account.

5.13 Communications to Workers. Customer has the right to provide each Worker's name, email address, and mobile number to ZeroBadge and has obtained any consent required for ZeroBadge to send that Worker onboarding and service-related emails and text messages.

5.14 Acceptable use. Customer will comply, and will cause its Admins and Workers to comply, with Section 7 of the Terms of Service.

6. Customer's representations and warranties

Customer represents and warrants, on acceptance and continuously during the term, that: (a) it is validly organized and authorized to enter into this MSA; (b) it has complied and will comply with Section 5; (c) it has given all notices and obtained all consents required by law before any Worker's data is collected; (d) its use of the Service does not violate any collective bargaining agreement, contract, or law; (e) all information it provides is accurate; and (f) it is purchasing Badges and the Service for commercial use and not for personal, family, or household purposes.

7. Data

7.1 ZeroBadge processes Customer Data as Customer's service provider and processor under the DPA. Customer is the business and controller of Customer Data and is responsible for the lawfulness of its collection and of its instructions to ZeroBadge.

7.2 Legal process. ZeroBadge may disclose Customer Data when it reasonably believes disclosure is required by subpoena, court order, or other legal process. Where legally permitted, ZeroBadge will first notify Customer so that Customer may object at its own expense. Customer will reimburse ZeroBadge's reasonable costs, including attorneys' fees and staff time, of responding to legal process, audits, or investigations relating to Customer or its Workers.

8. Confidentiality

Each party will protect the other's non-public business, technical, and pricing information using at least the care it uses for its own similar information and no less than reasonable care, will use it only to perform under this MSA, and will disclose it only to employees, contractors, and advisors who need it and are bound by similar duties. These duties do not apply to information that is or becomes public through no fault of the recipient, was already lawfully known to the recipient, is independently developed, or must be disclosed by law (with prompt notice where permitted). These duties last for three years after termination and, for trade secrets, for as long as they remain trade secrets.

9. Disclaimers

Sections 4, 5, 6, and 12 of the Terms of Service apply to Customer in full. WITHOUT LIMITING THEM, CUSTOMER ACKNOWLEDGES THAT ZEROBADGE IS A VERIFICATION AID ONLY, IS NOT A PAYROLL PROVIDER, DOES NOT GUARANTEE THE ACCURACY OF ANY HOURS, LOCATIONS, EVENTS, OR ALERTS, AND HAS MADE NO PROMISE THAT THE SERVICE WILL REDUCE PAYROLL COSTS, PREVENT FRAUD, PREVENT INJURY, ENSURE LEGAL COMPLIANCE, OR AFFECT ANY INSURANCE PREMIUM, EXPERIENCE MODIFICATION, OR RATING.

10. Limitation of liability

Section 13 of the Terms of Service applies to this MSA in full. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE ZEROBADGE PARTIES UNDER THIS MSA, THE HARDWARE TERMS, THE DPA, AND ALL ORDER FORMS COMBINED WILL NOT EXCEED THE FEES CUSTOMER PAID TO ZEROBADGE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. The limits in Section 13 of the Terms of Service do not limit Customer's payment obligations or Customer's obligations under Section 11.

11. Indemnification by Customer

11.1 To the fullest extent permitted by law, Customer will defend, indemnify, and hold harmless the ZeroBadge Parties from and against all claims, demands, suits, investigations, and proceedings brought by any third party (including any Worker, former Worker, applicant, union or labor organization, government agency, general contractor, owner, or insurer), and all resulting losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and expert fees), arising out of or relating to:
(a) wages, hours, overtime, meal or rest periods, wage statements, recordkeeping, classification, or any other employment or labor law;
(b) any hiring, pay, discipline, termination, or other employment decision;
(c) any failure or alleged failure to give notice to, or obtain consent from, any Worker or labor organization, or any claim that tracking or monitoring of a Worker was unlawful or invaded privacy;
(d) any collective bargaining agreement, grievance, or unfair labor practice charge;
(e) Customer's or its Workers' use of the Service or the Badges, including reliance on any information from the Service;
(f) workplace injury, illness, or death, or any safety or emergency response matter;
(g) Customer's breach of this MSA or violation of law; or
(h) Customer Data, or Customer's instructions regarding it.

11.2 ZeroBadge will give Customer prompt notice of a claim (delay relieves Customer only to the extent it is materially prejudiced). ZeroBadge may choose to control its own defense with counsel of its choice at Customer's expense, or to tender the defense to Customer. Customer will not settle any claim in a way that admits fault by, or imposes any obligation on, a ZeroBadge Party without ZeroBadge's prior written consent.

11.3 Customer's obligations under this Section do not apply to the extent a claim is finally determined to have resulted from ZeroBadge's gross negligence, fraud, or willful misconduct.

12. Insurance

During the term, Customer will maintain workers' compensation insurance as required by law and commercial general liability insurance in commercially reasonable amounts, and will provide proof on request.

13. Term and termination

13.1 This MSA starts on acceptance and continues month to month, or for the term in an order form, renewing automatically until terminated.

13.2 Either party may terminate for convenience effective at the end of the then-current billing period by giving notice (Customer through its billing settings or to support@zerobadgetechnologies.com). ZeroBadge may terminate or suspend immediately for non-payment, breach of Section 5 or 6, violation of the acceptable use rules, or risk to the Service or to any person.

13.3 On termination: Customer's access ends; all unpaid fees become due; no fees are refunded; Customer may export its data for 30 days after termination if its account is in good standing; and ZeroBadge will handle Customer Data as stated in the DPA. Sections 2 (as to amounts owed), 5.7, 6 through 11, 13.3, and 15 survive.

14. Publicity

ZeroBadge may identify Customer by name and logo as a customer on its website and in sales materials. Customer may opt out at any time by emailing support@zerobadgetechnologies.com.

15. General

15.1 Sections 15 (Dispute resolution), 16 (Governing law and venue), and 18 (General) of the Terms of Service apply to this MSA, including severability, entire agreement, no waiver, force majeure, and notices.

15.2 Assignment. Customer may not assign this MSA without ZeroBadge's prior written consent. ZeroBadge may assign it without consent, including in connection with a merger, acquisition, financing, or sale of assets. This MSA binds and benefits permitted successors and assigns.

15.3 Severability. If any provision of this MSA is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will stay in full effect.

15.4 Changes. ZeroBadge may update this MSA on at least 30 days' notice. Continued use after the effective date is acceptance.

15.5 Contact. ZeroBadge, support@zerobadgetechnologies.com.