Order Form and Subscription Agreement

This Agreement records the commercial subscription, plan selection, user entitlements, pricing, implementation scope, support level, incorporated service documentation, and customer acknowledgements applicable to Customer's use of ZoikoTime.

This Agreement is entered into by and between Zoiko Tech Inc., acting through its ZoikoTime platform, and the Customer identified in the Commercial Order Form. By signing or electronically accepting this Agreement, each party agrees to be legally bound.

1. Agreement Structure and Signing Framework

1.1 Agreement Composition

This Order Form and Subscription Agreement (the "Agreement") is entered into by and between Zoiko Tech Inc., acting through its ZoikoTime platform ("ZoikoTime," "Provider," "we," "us," or "our"), and the customer identified in the Commercial Order Form ("Customer," "you," or "your").

1.2 Purpose

The Agreement records the commercial subscription, plan selection, user entitlements, pricing, implementation scope, support level, incorporated service documentation, and customer acknowledgements applicable to Customer's use of ZoikoTime.

1.3 Structure

Customer-specific commercial fields are captured in Section 2. The reusable legal, operational, and product terms are set out in Sections 3 to 13 and the Schedules. This structure allows each future order to reference the same legal framework while updating commercial fields only.

1.4 Business Use Only

ZoikoTime is supplied as a business, professional, workforce, and enterprise platform. Unless expressly agreed in writing, the Service is not offered as a consumer product and is not intended for household, domestic, personal, or non-commercial use.

1.5 Signatory Authority

Each party represents that the person signing or electronically accepting this Agreement has authority to bind that party. Where Customer is entering into this Agreement on behalf of an affiliate, group company, branch, subsidiary, or trust, Customer warrants that it has authority to bind those entities.

2. Commercial Order Form

The Commercial Order Form captures the operative customer order including: Customer name and legal entity, Customer contact details and billing address, Subscription start date and end date, Selected subscription plan (Verified / Governed / Sovereign / Enterprise), Number of authorized user seats, Annual or monthly billing cycle, Fees and pricing, Support tier, Additional modules or add-ons, Special terms or negotiated provisions, and Data residency requirements where applicable.

Fields marked 'To be completed' in the commercial form must be completed before signature. Internal revenue metrics, commission data, internal cost codes, and CRM references are for internal use only and do not form part of the binding customer-facing agreement.

3. Subscription Term, Renewal and Pricing Protection

3.1 Initial Term

The initial subscription term begins on the subscription start date stated in the Commercial Order Form and continues until the subscription end date stated in the Order Form, unless earlier terminated in accordance with the Agreement.

3.2 Renewal

Unless the Commercial Order Form states otherwise, subscriptions renew automatically for successive periods equal to the expiring term, subject to the renewal pricing and notice rules in the Subscription, Billing, Cancellation and Refund Policy.

3.3 Pricing Validity

Pricing stated in the signed Commercial Order Form is valid for the initial term only unless the Order Form expressly provides a longer price-lock period. Renewal pricing may be adjusted subject to commercially reasonable advance notice.

3.6 Trial-to-Paid Conversion

Free trials, pilots, proofs of concept, and evaluation environments do not create production entitlements unless converted into a paid subscription by a signed order, online checkout, written acceptance, or agreement executed by both parties.

4. Plan Packaging and Commercial Entitlements

ZoikoTime offers four commercial tiers:

Verified: Time tracking, AI confidence scoring, session integrity monitoring, cryptographic audit trail, screenshot support, basic reporting — up to 25 users
Governed: All Verified features plus anomaly detection, policy enforcement engine, evidence packaging, manager review workflows, RBAC, read/write API, payroll integrations — up to 250 users
Sovereign: All Governed features plus jurisdiction-aware compliance engine, custom policy builder, compliance dashboard, legal hold controls, chain-of-custody logging, SSO, dedicated CSM — unlimited users
Enterprise: All Sovereign features plus private cloud or on-premise options, custom data residency, dedicated tenant architecture, custom enterprise integrations, white- glove implementation, SLA guarantees, 24/7 priority support

5. Product Features and Modules

5.1 Product Description

ZoikoTime is workforce assurance and performance intelligence infrastructure. It combines time capture, work-state classification, policy enforcement, evidentiary records, AI-assisted insights, worker transparency, and compliance governance into a single governed platform.

5.5 No Adverse Employment Action Solely from AI

Customer must not use ZoikoTime AI outputs, confidence scores, anomaly signals, productivity classifications, automated summaries, or recommendations as the sole basis for termination, demotion, suspension, disciplinary action, or any other legally significant employment decision.

5.6 Workforce Data and Transparency

Customer is responsible for providing clear worker notices, consultation, consent or lawful-basis disclosures where required. Provider supplies transparency controls, worker-facing notices, export functionality, correction workflows, audit records, and access-to-view logging to support Customer compliance obligations.

8. Data Protection, Workforce Monitoring and AI Governance

Data processing, privacy, security, and AI governance obligations are governed by the ZoikoTime Data Processing Addendum, Privacy Notice, Security Measures Schedule, AI and Automated Insights Policy, Worker Transparency Notice, and Acceptable Use Policy — each incorporated into this Agreement by reference.

Customer warrants that before enabling ZoikoTime in a worker-facing production environment, Customer has: determined and documented the applicable lawful basis for processing; provided required worker notices; completed works council, union, or collective consultation where required; and configured ZoikoTime in a manner compliant with all applicable employment, labor, privacy, data protection, AI governance, and electronic monitoring laws.

12. Liability, Indemnities, Suspension and Termination

Each party's total aggregate liability under this Agreement will not exceed the higher of: (a) the total fees paid by Customer in the 12 months preceding the claim, or (b) USD $10,000 — unless an enterprise Order Form provides a higher limit.

Neither party will be liable for indirect, incidental, special, consequential, punitive, or exemplary damages including loss of profits, revenue, data, goodwill, or business opportunity, to the fullest extent permitted by applicable law.

These liability limitations apply even if a party has been advised of the possibility of such damages. Liability is not limited for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; amounts due under an indemnity for third-party intellectual property claims; or any other liability that cannot be excluded by law.

Contact ZoikoTime

For questions about this document or your legal rights:

1401 21st Street, Suite R, Sacramento, CA 95811, USA

European HQ: 67-69 Great Portland Street, 5th Floor, London W1W 5PF, UK