Master Services Agreement

Current Version: 1.0.0

Last Updated: April 1, 2026

Effective Date: April 1, 2026

1. Introduction

Welcome to Heyday! This Master Services Agreement ("MSA") states the general terms that apply when a customer, administrator, employee user, contractor, or other authorized person accesses or uses Heyday. The MSA includes this document, the Privacy Policy, the Early Access Program Agreement, and any Order, addendum, supplemental term, or policy incorporated by reference.

Please read all parts of this MSA carefully. By creating an account, accepting an Order, accessing the Services, or using the Services on behalf of an organization, you accept and acknowledge every part of this MSA, including the Privacy Policy and Early Access Program Agreement, for yourself and, if applicable, for the Customer you represent.

Basic Terms

This MSA is a legally binding agreement between Heyday Ops LLC ("Heyday", "we", "us", or "our") and the person or entity that creates, owns, administers, pays for, controls, accesses, or uses a Heyday workspace ("Customer", "you", or "your"). As conditions to using the Services, you affirm that:

1. You are lawfully able to enter into contracts.
2. You are authorized to enter into this MSA for yourself or for the organization you represent.
3. Customer is organized, located, and operating in the United States and is using the Services only for United States-based business operations.
4. Customer and its use of the Services are subject to United States federal, state, and local laws.
5. You will immediately notify us if Customer is not United States-based or if Customer intends to use the Services for non-United States operations.
6. You will keep account, billing, workspace, administrator, and contact information accurate.
7. You will ensure that all Authorized Users comply with this MSA and all incorporated terms.
8. You have all rights, notices, permissions, and consents needed to submit Customer Data to the Services and invite Authorized Users.
9. You are responsible for employment, payroll, HR, scheduling, wage-and-hour, tax, and legal decisions affecting your workforce.
10. You consent to our use of service providers, subprocessors, and infrastructure providers as needed to provide the Services.
11. You agree that this MSA, incorporated policies, and Orders govern your use of the Services.

Capitalized terms are defined in Section 27 or where first used. This MSA replaces any prior online terms for the Services as of the Effective Date, except where a separately signed written agreement says otherwise.

Specific Terms

1. Applicability of this MSA

This MSA provides the general framework for Customer, Authorized Users, Employee Users, and anyone else who accesses the Services through Customer's workspace. It applies to Heyday websites, applications, software, services, products, features, documentation, support, APIs, integrations, and related offerings.

By mutual written agreement, the parties may enter into Orders, statements of work, data processing addenda, security addenda, service level addenda, supplemental program terms, or other written terms. If documents conflict, the following order controls for the conflicting subject matter: signed addendum, Order, supplemental program terms, Privacy Policy, Early Access Program Agreement for Early Access Offerings, and this MSA.

2. Service Offerings

2.1 License to the Services

Subject to this MSA and the applicable Order, Heyday grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable Term for Customer's internal business purposes.

2.2 Registration

The Services may require account creation, authentication, workspace configuration, billing details, and other registration information. Customer must keep this information accurate and secure. Customer may not share account credentials except through authorized product features.

2.3 Account Activities

Customer is responsible for all activity under its workspace, including Customer Data, user permissions, schedule publication, employee communications, exports, integrations, payroll-related workflows, and administrative decisions.

2.4 Support and Service Levels

We may provide support through the channels, hours, and response targets we make available from time to time. Unless a separate written agreement states otherwise, we do not provide a guaranteed response time, uptime commitment, service credit, or service level agreement.

2.5 Changes to Services

We may improve, modify, add, remove, repackage, suspend, or discontinue Services, features, plans, limits, integrations, and offerings. For paid subscriptions, we will provide at least 30 days' notice before materially changing paid core functionality, unless the change is required sooner for security, legal, compliance, third-party provider, or urgent operational reasons.

2.6 Orders, Plans, and Subscription Terms

Customer may access the Services through a self-service plan, trial, paid subscription, pilot, invoice, or other Order. Each Order may specify plan details, subscription term, fees, usage limits, billing frequency, renewal terms, included services, support level, and other commercial terms.

3. Heyday Commitments

3.1 Provision of Services

We will provide the Services in a professional manner consistent with this MSA and the applicable Order. We do not claim ownership of Customer Data.

3.2 Privacy

Our Privacy Policy explains how we collect, use, disclose, and protect personal information. Customer is responsible for deciding whether the Services are appropriate for its data, workforce, jurisdictions, and legal obligations.

3.3 Processing

We will process Customer Data as needed to provide, secure, support, troubleshoot, improve, and operate the Services; comply with law; enforce this MSA; and as otherwise permitted by this MSA or Customer's instructions.

3.4 Security

We use reasonable administrative, technical, and organizational safeguards designed to protect Customer Data. No service can guarantee absolute security. Customer remains responsible for endpoint security, user access, administrator permissions, device controls, and secure configuration of its workspace.

4. Customer Responsibilities

4.1 Use of Services

Customer must use the Services only for lawful business purposes and in compliance with this MSA. Customer is responsible for all Customer Data and for all decisions made using schedules, reports, notifications, exports, integrations, or other output from the Services.

Customer may use the Services only as a United States-based company, organization, or business for United States-based operations. Customer must not use the Services for operations, employees, contractors, worksites, scheduling, payroll, or employment workflows outside the United States unless we expressly agree in writing.

4.2 Authorized Users

Customer controls which Authorized Users may access its workspace and is responsible for their roles, permissions, training, conduct, and compliance. A breach by an Authorized User is a breach by Customer.

4.3 Employee Users

Employee Users access Heyday because of their employment, contractor, scheduling, workforce, or similar relationship with Customer. Heyday is not their employer, manager, payroll provider, staffing agency, benefits provider, or HR advisor. Employee Users should contact Customer, not Heyday, about employment, payroll, scheduling, workplace, or HR questions.

4.4 Configuration of the Services

Customer must configure the Services appropriately for its business, including roles, permissions, notifications, integrations, exports, payroll-related workflows, and employee communication settings. Customer must review schedules, reports, exports, and communications before relying on them.

4.5 Notices and Consents

Customer must provide required notices and obtain required consents for employee data, manager data, organization data, billing data, email, SMS, account invitations, and workforce communications.

4.6 Data Continuity

Customer is responsible for maintaining backup copies of Customer Data where needed for Customer's business. We may provide export tools or reasonable export assistance, but we are not required to retain Customer Data indefinitely after termination or expiration.

4.7 Data Export and Deletion

During the subscription term, Customer may export Customer Data using available product features or by contacting support where reasonable export tools are not available. After termination or expiration, we may delete, anonymize, or retain Customer Data according to the Privacy Policy, law, backup retention, security needs, dispute resolution, and operational requirements.

5. Financial Obligations

5.1 Fees and Payment

Customer must pay all fees for selected plans, subscriptions, usage, add-ons, pilots, professional services, or other Orders. Unless stated otherwise, fees are non-refundable, payable in U.S. dollars, and exclusive of taxes. Customer authorizes us and our payment processors to charge the provided payment method for recurring fees, usage-based fees, taxes, and other amounts due.

5.2 Changes in Fees

We may change pricing, packaging, included features, usage limits, billing periods, trial terms, discounts, and plan availability. For paid subscriptions, material pricing changes generally apply at renewal or after reasonable notice unless required sooner by law, taxes, third-party costs, payment processor requirements, or Customer's plan changes.

5.3 Billing Disputes

Customer must notify us of any good-faith billing dispute within 30 days after the charge or invoice date and provide enough detail for us to investigate. Undisputed amounts remain payable. We may suspend Services for overdue undisputed amounts after reasonable notice.

5.4 Taxes

Customer is responsible for taxes, duties, levies, and similar governmental assessments, excluding taxes based on our net income. If withholding is required, Customer must pay amounts necessary for us to receive the full amount due.

6. Intellectual Property

6.1 Reservation of Rights

We and our licensors own the Services, software, workflows, designs, documentation, technology, trademarks, and related intellectual property. Except for the limited right to use the Services during the applicable Term, no rights are transferred to Customer.

6.2 Customer Materials

Customer retains ownership of Customer Data and Customer-provided materials. Customer grants us the rights needed to host, copy, process, transmit, display, analyze, and use Customer Data as described in this MSA.

7. Data and Intellectual Property Licenses

7.1 Identification of the Parties

Each party may use the other party's name and logo only to identify the relationship accurately, unless the other party objects or a separate written agreement says otherwise. Neither party may imply endorsement, partnership, or sponsorship without written permission.

7.2 Feedback

Customer and users may provide suggestions, ideas, comments, requests, or other feedback. We may use feedback without restriction, obligation, or compensation.

7.3 Use of Data

Customer grants us a limited license to process Customer Data as needed to provide, secure, support, troubleshoot, improve, and operate the Services; comply with law; enforce this MSA; and exercise our rights under this MSA. We may use aggregated or de-identified information that does not identify Customer or any individual to analyze and improve our services.

8. Appointment of Third-Party Service Providers

We may use affiliates, contractors, subprocessors, infrastructure providers, payment processors, communication providers, analytics providers, support tools, and other third-party service providers to provide the Services. Third-party services connected by Customer are governed by their own terms and policies. We are not responsible for third-party services, changes, outages, data handling, or fees except to the extent required by law or a separate written agreement.

9. Warranties, Representations, and Disclaimer

9.1 Mutual

Each party represents that it has authority to enter into this MSA and perform its obligations.

9.2 By Customer

Customer represents that it has all rights, notices, permissions, consents, and authority needed for Customer Data, Authorized Users, Employee Users, integrations, communications, and use of the Services.

9.3 High-Risk and Regulated Use

The Services are not legal, HR, payroll, tax, benefits, compliance, safety, emergency, or professional advice. Customer must not rely on the Services as the sole system for life-safety, emergency response, payroll compliance, wage-and-hour compliance, regulated employment decisions, or other high-risk uses.

9.4 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" EXCEPT AS EXPRESSLY STATED IN A WRITTEN AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, OR MEET CUSTOMER'S REQUIREMENTS.

10. Indemnification

Customer will defend, indemnify, and hold harmless Heyday Ops LLC from claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from Customer Data, Customer's or its Authorized Users' use of the Services, Customer's business or workforce decisions, Customer's relationship with Authorized Users or Employee Users, Customer's breach of this MSA, or unlawful or unauthorized use of the Services.

We will promptly notify Customer of any indemnified claim, give Customer reasonable control of the defense and settlement, and reasonably cooperate at Customer's expense. Customer may not settle a claim in a way that admits fault by Heyday Ops LLC or imposes non-monetary obligations on Heyday Ops LLC without our written consent.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEYDAY OPS LLC WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, SUBSTITUTE SERVICES, OR EMPLOYMENT-RELATED LOSSES. OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS MSA WILL NOT EXCEED THE AMOUNTS CUSTOMER PAID TO US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR $100 IF CUSTOMER HAS NOT PAID US.

The limitation above does not limit Customer's payment obligations or either party's liability to the extent it cannot be limited by law.

12. Dispute Resolution

The parties will attempt in good faith to resolve disputes arising out of or relating to this MSA or the Services. Before filing a legal claim, each party will give written notice describing the dispute and allow 30 days for escalation and discussion.

This MSA is governed by the laws of the State of Delaware, without regard to conflicts of law rules. Either party may seek injunctive or equitable relief at any time to protect confidential information, intellectual property, security, or service integrity.

13. Confidential Information

Each party may receive non-public information from the other party that should reasonably be understood to be confidential. The receiving party will use confidential information only to perform under this MSA and will protect it using reasonable care.

Confidentiality obligations do not apply to information that is public, already known without restriction, independently developed, or lawfully obtained from another source. The receiving party may disclose confidential information to employees, contractors, advisors, service providers, and legal or financial representatives who need to know it and are bound by confidentiality obligations. The receiving party may also disclose confidential information if required by law, subpoena, court order, or government request, after giving notice where legally permitted.

14. Term and Termination

14.1 Continuation

This MSA begins on the Effective Date and continues while Customer or any Authorized User accesses the Services or while any Order remains active.

14.2 Termination

Either party may terminate a paid subscription for material breach if the breach is not cured within 30 days after written notice. Customer may stop using the Services at any time, but unpaid fees remain due.

14.3 Suspension

We may suspend or restrict access immediately for nonpayment, security risk, misuse, legal risk, suspected unauthorized access, Customer instruction, or material breach.

14.4 Effect of Termination

Upon termination or expiration, Customer must stop using the Services and pay all outstanding amounts. We may make Customer Data available for a limited period if reasonably practicable, but we may delete, anonymize, or retain Customer Data according to the Privacy Policy, law, backup retention, security needs, dispute resolution, and operational requirements.

14.5 Survival

Terms that by their nature should survive termination will survive, including payment obligations, confidentiality, intellectual property, disclaimers, indemnification, limitations of liability, dispute terms, and definitions.

15. Cooperation; Audit Rights

Customer will reasonably cooperate with our investigation of suspected abuse, security incidents, payment issues, legal requests, or violations of this MSA. We may review Customer's use of the Services to protect the Services, enforce this MSA, comply with law, and verify usage or fees.

16. Independent Contractor Relationship; No Third-Party Beneficiaries

The parties are independent contractors. This MSA does not create a partnership, joint venture, employment, franchise, fiduciary, agency, or exclusive relationship. Except as expressly stated, this MSA does not create rights for third-party beneficiaries.

17. Assignment

Customer may not assign this MSA without our written consent, except to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets. We may assign this MSA to an affiliate or successor.

18. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, labor disputes, internet or utility failures, provider outages, governmental actions, war, terrorism, civil unrest, epidemics, cyberattacks, or denial-of-service attacks.

19. United States Availability, Trade Restrictions, and Export Compliance

The Services are currently available only to United States-based companies, organizations, and businesses using the Services for United States-based operations. Customer represents that it is based in the United States and that Customer's use of the Services is subject to United States federal, state, and local laws.

Customer and Authorized Users must comply with applicable United States export control, sanctions, anti-corruption, and trade compliance laws. Customer may not use the Services if Customer or an Authorized User is located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, or is listed on a restricted party list.

20. Government Customers

If the Services are used by or for a government entity, the Services are commercial computer software and commercial services. Government users receive only the rights expressly granted in this MSA unless a separate written agreement states otherwise.

21. Disclosure to Law Enforcement or Judicial Proceedings

We may disclose Customer Data, account information, or other information when required by law, subpoena, court order, governmental request, or similar legal process. Where legally permitted and practical, we may provide notice to Customer. Customer will reimburse reasonable costs for unusually burdensome requests where permitted by law.

22. Communications

The Services may send account, security, schedule, shift, time-off, billing, product, policy, email, and SMS communications. Customer is responsible for configuring communication preferences and ensuring that it has the rights and consents needed for users and employees to receive communications. Message frequency varies; message and data rates may apply. Users may opt out of non-essential SMS by replying "STOP" where supported, but opting out of transactional or authentication messages may limit use of some features.

23. Acceptable Use

Customer and Authorized Users must not:

• Violate laws or third-party rights.
• Submit unlawful, misleading, infringing, or harmful content.
• Attempt to gain unauthorized access to the Services or another customer's data.
• Interfere with, scan, overload, disrupt, reverse engineer, or bypass service protections.
• Use the Services to send unlawful spam, texts, or other communications.
• Benchmark, copy, resell, sublicense, or build a competing product using the Services except as allowed by law.
• Use automated scraping, harvesting, or extraction tools except through APIs or export features we make available.

24. APIs and Integrations

If we make APIs, webhooks, imports, exports, or integration features available, Customer may use them only as documented and only for Customer's internal business purposes unless we agree otherwise. We may set or change API limits, authentication requirements, scopes, schemas, endpoints, and availability.

Customer is responsible for applications, credentials, scripts, integrations, and third-party services connected to its account. We may suspend or revoke API or integration access to protect the Services, comply with law, prevent abuse, address security risk, or enforce this MSA.

25. Changes to this MSA

We may update this MSA from time to time by posting an updated version and changing the effective date. Material changes may also be communicated through the Services or by email. Continued use of the Services after an update becomes effective constitutes acceptance of the updated MSA.

26. General Terms

The failure of either party to enforce a provision is not a waiver. If any provision is unenforceable, the rest remains in effect. This MSA is interpreted fairly, without presumptions against the drafting party. This MSA, together with incorporated documents and Orders, is the entire agreement between the parties about the Services and supersedes prior understandings about that subject matter.

Notices to us must be sent to legal@heydayops.com or to 30 S 15th St Ste 1550 PMB 148814, Philadelphia, Pennsylvania 19102-4806 US. We may provide notices by email, through the Services, or by posting to our website.

27. Definitions

• "Agreement" or "MSA" means this Master Services Agreement.
• "Authorized User" means any individual who accesses or uses the Services under, through, or in connection with Customer's account, including administrators, managers, employees, contractors, agents, invitees, and other users invited or permitted by Customer.
• "Customer" means the United States-based company, organization, or business that creates, owns, administers, pays for, controls, accesses, or uses a Heyday workspace, or on whose behalf the Services are used.
• "Customer Data" means data, content, records, files, schedules, employee information, communications, and other information submitted to or processed through the Services by or for Customer or its Authorized Users.
• "Early Access Offering" has the meaning given in the Early Access Program Agreement.
• "Employee User" means an Authorized User who accesses or uses the Services because of that person's employment, contractor, scheduling, workforce, or similar relationship with Customer.
• "Order" means an online checkout, order form, invoice, statement of work, quote, or other written ordering document accepted by Customer and us.
• "Service" and "Services" mean Heyday websites, applications, software, employee scheduling and workforce management services, products, features, documentation, support, APIs, integrations, and related offerings.
• "Term" means the period during which Customer may access the Services under an Order or this MSA.