Frontline Communications Platform Terms and Conditions

Last Updated: September 25, 2025

THIS AGREEMENT

This agreement by and between you (the “Customer”) and DailyPay, LLC (“DailyPay”) (this “Agreement”) consists of the Order Form (the “Order”) and these Platform Terms and Conditions. This Agreement governs the provision and use of the DailyPay Frontline Communications Platform (as defined below). Except to the extent provided herein, the DailyPay Terms (as defined in the Order) do not apply to the DailyPay Frontline Communications Platform.

BACKGROUND

DailyPay has developed a proprietary software-as-a-service platform that facilitates communications for employees through a real-time communication rail for management to communicate with employees via SMS and DailyPay in-app messaging (the “DailyPay Frontline Communications Platform” or the “DailyPay FC Platform”). The DailyPay FC Platform includes any updates that are made generally available by DailyPay to other customers of the DailyPay FC Platform at no additional charge during the Term, but expressly excludes any upgrades or additional services, features or analytics that are made available by DailyPay for an additional charge. Customer and DailyPay may enter into additional service orders that expressly reference, and are governed by, these Platform Terms and Conditions (“Future Orders”) pursuant to which Customer will purchase rights to access and use certain features of the DailyPay FC Platform, as detailed in the applicable Future Orders. These Terms and Conditions are incorporated by reference into the Order to create this Agreement and will be incorporated by reference into each Future Order to create separate future agreements for the rights and services described in the applicable Future Order, in each case to the exclusion of any other terms or conditions that either party seeks to impose or incorporate or that are implied by course of dealing.

1. ACCESS TO PLATFORM

1.1 DailyPay FC Platform. During the Term, DailyPay will use commercially reasonable efforts to make the DailyPay FC Platform available to Customer via the Internet pursuant to this Agreement. Subject to the terms and conditions of this Agreement, DailyPay hereby grants Customer a limited, nonexclusive, nontransferable (except as set forth in Section 9), non-sublicensable right to access and use the DailyPay FC Platform during the Term solely for Customer’s internal business purposes.

1.2 Restrictions and Responsibilities. Customer will not use the DailyPay FC Platform for any purpose other than the purposes expressly set forth herein. Customer may not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the DailyPay FC Platform; (b) modify, translate, or create derivative works based on the DailyPay FC Platform; (c) use the DailyPay FC Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (d) remove any proprietary notices or labels. Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the DailyPay FC Platform, including, without limitation, modems, hardware, server, software, operating system, networking, web servers and the like. Customer will also be responsible for maintaining the confidentiality of Customer’s usernames, passwords and account details, and for any actions taken by parties with access to such usernames and passwords. Customer agrees not to disclose such usernames and passwords to any third parties (other than employees of Customer). Customer will inform DailyPay immediately if it discovers that any such username and/or password has been disclosed or made available to a third party, or that any unauthorized third party is otherwise accessing or using the DailyPay FC Platform. Without limiting any other rights or remedies set forth herein or available pursuant to law, DailyPay may immediately suspend Customer’s access to the DailyPay FC Platform if Customer is in breach of any term or condition of this Agreement.

1.3 License to Customer Data. Customer hereby grants to DailyPay a non-exclusive, royalty-free, fully paid up, non-sublicensable (except to contractors, consultants and service providers of DailyPay), non-transferable (except as set forth in Section 9) right and license to copy, distribute, display, create derivative works of and otherwise use the data, information and other content input, submitted, transmitted or uploaded by Customer into or via the DailyPay FC Platform, including through Third Party Services (as defined below) (collectively, the “Customer Data”) to (a) provide the DailyPay FC Platform and otherwise perform DailyPay’s obligations under this Agreement, (b) improve and develop products and services, including by training and developing models and/or algorithms, and (c) create aggregated and/or anonymized data (“Aggregated Data”), which Aggregated Data will not identify Customer or any individuals associated therewith. For the avoidance of doubt, Aggregated Data is not Customer Data. Each party will comply with its obligations under the Data Processing Addendum set forth on Exhibit A.

1.4 Feedback. Customer may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to DailyPay with respect to the DailyPay FC Platform or Evaluation Services (as defined below). DailyPay will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants to DailyPay a royalty-free, fully paid up, worldwide, transferable, sublicensable (through multiple tiers), irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback, and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback. Customer acknowledges and agrees that Feedback is not Confidential Information (as defined below).

1.5 Evaluation Services. From time to time, Customer may be invited to try certain services at no charge for a free pilot period or if such services are not generally available to customers (collectively, “Evaluation Services”). Evaluation Services will be designated as beta, pilot, evaluation, trial, limited release or the like. Evaluation Services are for Customer’s internal evaluation purposes only and, notwithstanding anything to the contrary set forth herein, are provided “as is” without warranty of any kind, and may be subject to additional terms. DailyPay may discontinue Evaluation Services at any time in its sole discretion and may never make them generally available. DailyPay will have no liability for any harm or damage arising out of or in connection with any Evaluation Services.

1.6 Third Party Services. The DailyPay FC Platform may enable access to or integration with certain third party services, products, solutions, software or technology which are currently or may be in the future utilized by Customer and with respect to which Customer has a separate contractual relationship with the applicable third party (collectively, the “Third Party Services”). The Third Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and Customer may be required to authenticate to or create separate accounts to use Third Party Services. Some Third Party Services may provide DailyPay with access to certain information that Customer has provided to such Third Party Services. Any data, information or other materials related to Customer collected via or received by DailyPay from any Third Party Service will be deemed Customer Data. DailyPay has no control over and is not responsible for such Third Party Services, including the accuracy, availability, reliability or completeness of information shared by or available through the Third Party Services, or on the privacy practices of the Third Party Services. DailyPay will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Services. DailyPay enables these Third Party Services merely as a convenience and the integration or inclusion of such Third Party Services does not imply an endorsement or recommendation. Any dealings Customer has with third parties while using the DailyPay FC Platform are between Customer and the third party. DailyPay is not liable for any loss caused by or claim that Customer may have against any such third party or that arise under Customer’s agreements with any such third party.

1.7 Service Levels; Platform. DailyPay will use reasonable efforts consistent with prevailing industry standards to provide the DailyPay FC Platform in a manner that minimizes errors and interruptions in accessing the DailyPay FC Platform. The DailyPay FC Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by DailyPay or by third-party providers, or because of other causes beyond DailyPay’s reasonable control, but DailyPay will use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption within DailyPay’s control.

2. OWNERSHIP; RESERVATION OF RIGHTS

Customer acknowledges and agrees that, as between the parties, DailyPay retains all right, title and interest in and to the DailyPay FC Platform and all associated intellectual property rights. DailyPay grants no, and reserves any and all, rights other than the rights expressly granted to Customer under this Agreement with respect to the DailyPay FC Platform. Customer will acquire no right, title, or interest in and to the DailyPay FC Platform other than the limited licensed rights expressly granted under this Agreement. Notwithstanding the foregoing, except for the limited rights expressly granted to DailyPay under this Agreement, Customer retains all right, title and interest in and to the Customer Data.

3. FEES; PAYMENT TERMS

3.1 Fees; Payment Terms. If applicable, Customer will pay to DailyPay the fees set forth in the Order in accordance with the payment terms set forth in the Order. If payment of any fees is not made when due and payable, a late fee will accrue at the rate of the lesser of one and one-half percent (1.5%) per month or the highest legal rate permitted by law and Customer will pay all reasonable expenses of collection. In addition, if any past due payment has not been received by DailyPay within ten (10) days from the time such payment is due, DailyPay may suspend Customer’s access to the DailyPay FC Platform until such payment is made. Payment obligations are non-cancelable and fees paid are non-refundable. DailyPay may increase prices for any Renewal Term (as defined below) by providing Customer notice of the price increase at least forty-five (45) days’ prior to the end of the then-current term.

3.2 Net of Taxes. All amounts payable by Customer to DailyPay hereunder are exclusive of any sales, use and other taxes or duties, however designated, including without limitation, withholding taxes, excise, sales, use, value-added and property taxes (collectively "Taxes"). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of DailyPay. Customer will not withhold any Taxes from any amounts due DailyPay.

4. TERM, TERMINATION

4.1 Term. This Agreement will commence on the Effective Date and continue for the “Initial Term” (and subsequent “Renewal Terms”) as such terms are defined and set forth within the DailyPay Terms (the “Initial Term”, “Renewal Term(s)”, and collectively, the “Term”), unless otherwise earlier terminated in accordance with this Agreement. At any time during the Term, either party may terminate this Agreement immediately by providing a written notice to the other party if that other party has breached any of its material obligations and has not fully cured the breach within thirty (30) days after it has been given an initial written notice specifying the breach. DailyPay may terminate this Agreement for convenience at any time with written notice to the Customer. This Agreement shall be coterminous with and terminate upon termination or expiration of the DailyPay Terms.

4.2 Effect of Termination. Upon any termination or expiration of this Agreement for any reason, Customer may request an export of the Customer Data in a mutually agreed upon format within thirty (30) days of the effective date of such termination or expiration. Thereafter, DailyPay may, but is not obligated to, in its sole discretion and without delivery of any notice to Customer, delete any Customer Data stored or otherwise archived on the DailyPay FC Platform or on DailyPay’s network. Upon any expiration or termination of the Agreement, all rights granted hereunder and all obligations of DailyPay to provide the DailyPay FC Platform will immediately terminate and (a) Customer will cease use of the DailyPay FC Platform; and (b) each party will return or destroy all copies or other embodiments of the other party’s Confidential Information.

4.3 Survival. Upon expiration or termination of this Agreement, all obligations in this Agreement will terminate, provided that Sections 1.4, 1.6, 2, 3, 4.2, 4.3, 5, 6.3, 7, 8 and 9 will survive.

5. CONFIDENTIALITY

5.1 Definition of Confidential information. “Confidential Information” means, subject to the exceptions set forth in Section 5.2 hereof, any information or data or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available by a party (the “Discloser”) to the other party (the “Recipient”) and that (a) the Discloser has marked as confidential or proprietary, or (b) the Discloser identifies as confidential at the time of disclosure with written confirmation within fifteen (15) days of disclosure to the Recipient; provided, however, that reports and/or information related to or regarding the Discloser’s business plans, business methodologies, strategies, technology, specifications, development plans, customers, prospective customers, partners, suppliers billing records, and products or services will be deemed Confidential Information of the Discloser even if not so marked or identified, unless such information is the subject of any of the exceptions set forth in Section 5.2 hereof.

5.2 Exceptions to Confidential Information. Confidential Information will not include any information which: (a) the Recipient can show by written record was in its possession prior to disclosure by the Discloser hereunder, provided that the Recipient must promptly notify the Discloser of any prior knowledge; (b) is or becomes generally known by the public other than through the Recipient’s failure to observe any or all terms and conditions hereof; or (c) subsequent to disclosure to the Recipient by the Discloser, is obtained by the Recipient from a third person who is not subject to any confidentiality obligation in favor of Discloser.

5.3 Use and Disclosure of Confidential Information. The Recipient may only use the Confidential Information for the purpose of performing its obligations and exercising its rights hereunder. The Recipient must keep secret and will never disclose, publish, divulge, furnish or make accessible to anyone any of the Confidential Information of the Discloser, directly or indirectly, other than furnishing such Confidential Information to (a) the Recipient’s employees and contractors who are required to have access to such Confidential Information in connection with the performance of the Recipient’s obligations, or the exercise of the Recipient’s rights, hereunder, and (b) professional advisers (e.g., lawyers and accountants), in each case, during the time that the Recipient is permitted to retain such Confidential Information hereunder; provided that any and all such employees or contractors are bound by written agreements or, in the case of professional advisers, ethical duties, respecting the Confidential Information in the manner set forth in this Agreement. The Recipient will use at least reasonable care and adequate measures to protect the security of the Confidential Information of the Discloser and to ensure that any Confidential Information of the Discloser is not disclosed or otherwise made available to other persons or used in violation of this Agreement.

5.4 Disclosures Required by Law. In the event that the Recipient is required by law to make any disclosure of any of the Confidential Information of the Discloser, by subpoena, judicial or administrative order or otherwise, the Recipient will first give written notice of such requirement to the Discloser, and will permit the Discloser to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Discloser in seeking to obtain such protection.

6. REPRESENTATIONS, WARRANTIES AND DISCLAIMER

6.1 Representations and Warranties. Each party represents and warrants to the other party that (a) such party has the required power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both parties.

6.2 Customer Representations and Warranties. Customer represents, warrants and covenants that (a) it has all rights necessary to permit DailyPay to use the Customer Data as contemplated hereunder, (b) the Customer Data will be true, accurate and complete and (c) that it will comply with the Telephone Consumer Protection Act, 47 U.S.C. § 227 et seq. (“TCPA”) and all other applicable federal and state laws and regulations (collectively, the “Telephonic Communications Laws”) in connection with all calls, text messages, and other telephonic communications made or sent by Customer or on Customer’s behalf using the DailyPay FC Platform (“Client Communications”). Customer acknowledges and understands that the Telephonic Communications Laws currently place (i) restrictions on certain calls and text messages, and (ii) requirements upon entities making certain calls and text messages. Customer represents and warrants to DailyPay that it maintains (and will continue to maintain throughout the Term of this Agreement) policies and procedures to comply with all applicable provisions and requirements of the Telephonic Communications Laws, including without limitation the TCPA and the regulations set forth in 47 C.F.R. § 64.1200. Customer and DailyPay understand and agree that Customer shall be exclusively responsible for compliance with all applicable Telephonic Communications Laws in connection with any Customer Communications made or sent by or on behalf of Customer using the DailyPay FC Platform. Customer represents, warrants and covenants to DailyPay that prior to sending any Customer Communications using the DailyPay FC Platform, Customer will obtain the prior express consent (“User Consent”) of the employee or prospective employee to receive the Customer Communications from or on behalf of Customer at the cellular telephone number identified for that employee or prospective employee. Customer further represents, warrants and covenants to DailyPay that no Customer Communications will be sent using the DailyPay FC Platform to any employee or prospective employee who has revoked such User Consent at the time the Customer Communication is made or sent or opted out of receiving Customer Communications. Customer represents, warrants and covenants to DailyPay that its process for securing User Consent from its employees and prospective employees to receive Customer Communications complies and will continue to comply throughout the term of the Agreement with the applicable Telephone Communications Laws and is sufficient to secure prior express consent from Customer’s employees and prospective employees to receive Customer Communications. Customer represents, warrants and covenants to DailyPay that it will not use the DailyPay FC Platform to make or send calls, text messages or other telephonic communications to any person or entity for marketing purposes or for the purpose of encouraging any person or entity to purchase, rent or invest in any goods or services of Customer or any other person or entity. Instead, Customer represents, warrants and covenants to DailyPay that it will only use the DailyPay FC Platform to make or send Customer Communications for informational purposes to its employees or prospective employees who have provided User Consent to receive Customer Communications from or on behalf of Customer. Customer and DailyPay understand and agree that Customer (and not DailyPay) is solely responsible for the form, content, timing and recipients of any Customer Communications made or sent by or on behalf of Customer using the DailyPay FC Platform.

6.3 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE DAILYPAY FC PLATFORM IS PROVIDED ON AN “AS-IS” BASIS AND DAILYPAY DISCLAIMS ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. DAILYPAY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. DAILYPAY DOES NOT WARRANT THAT THE DAILYPAY FC PLATFORM IS ERROR-FREE OR THAT OPERATION OF THE DAILYPAY FC PLATFORM WILL BE SECURE OR UNINTERRUPTED.

7. LIMITATIONS OF LIABILITY

7.1 Disclaimer of Consequential Damages. EXCEPT FOR LIABILITY ARISING FROM (A) EITHER PARTY’S INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR (B) EITHER PARTY’S BREACH OF SECTION 5 ABOVE, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.

7.2 General Cap on Liability. EXCEPT FOR LIABILITY ARISING FROM (A) EITHER PARTY’S INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (B) EITHER PARTY’S BREACH OF SECTION 5 ABOVE, (C) CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT OR (D) A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTIONS 8.1 AND 8.2 BELOW, AS APPLICABLE, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE FEES PAID AND PAYABLE BY CUSTOMER TO DAILYPAY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

7.3 Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

8. INDEMNIFICATION

8.1 Indemnification by DailyPay. DailyPay will defend Customer and the officers, directors, agents, and employees of Customer (“Customer Indemnified Parties”) against any third party claim, allegation or legal action (a “Claim”) arising from an allegation that Customer’s authorized use of the DailyPay FC Platform infringes any intellectual property right of a third party. Further, DailyPay will indemnify the Customer Indemnified Party against any damages actually awarded or paid in connection therewith, including any reasonable attorneys’ fees. Notwithstanding the foregoing, DailyPay’s indemnification obligation will not apply to claims to the extent arising from (a) modification of the DailyPay FC Platform by any party other than DailyPay without DailyPay’s express consent; (b) the combination, operation, or use of the DailyPay FC Platform with other product(s), data or services where the DailyPay FC Platform would not by itself be infringing; or (c) unauthorized or improper use of the DailyPay FC Platform. If the use of the DailyPay FC Platform by Customer has become, or in DailyPay’s opinion is likely to become, the subject of any claim of infringement, DailyPay may at its option and expense (i) procure for Customer the right to continue using the DailyPay FC Platform as set forth hereunder, (ii) replace or modify the DailyPay FC Platform to make it non-infringing so long as the DailyPay FC Platform has at least equivalent functionality, (iii) substitute an equivalent for the DailyPay FC Platform or (iv) if options (i)-(iv) are not reasonably practicable, terminate this Agreement. This Section 8.1 states DailyPay’s entire obligation and Customer’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.

8.2 Indemnification by Customer. Customer will defend DailyPay and the officers, directors, agents, and employees of DailyPay (“DailyPay Indemnified Parties”) against any Claims arising from (a) any use by Customer of the DailyPay FC Platform in violation of this Agreement, (b) the Customer Data or (c) Customer’s violation of any terms and conditions related to and/or governing use of any Third Party Services. Further, Customer will indemnify the DailyPay Indemnified Party against any damages actually awarded or paid in connection therewith, including any reasonable attorneys’ fees.

8.3 Indemnification Procedure. If a Customer Indemnified Party or a DailyPay Indemnified Party (each, an “Indemnified Party”) becomes aware of any matter it believes it should be indemnified under Section 8.1 or Section 8.2, as applicable, involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an “Action”), the Indemnified Party will give the other party (the “Indemnifying Party”) prompt written notice of such Action. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Action with counsel of its own choosing. Any compromise or settlement of an Action will require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.

9. GENERAL

Customer may not remove or export from the United States or allow the export or re-export of the DailyPay FC Platform or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. DailyPay may use subcontractors in its performance of this Agreement; provided that DailyPay will remain responsible for any such subcontractor’s performance hereunder. DailyPay reserves the right, in its sole discretion, to modify this Agreement. DailyPay will post the modifications on this page or otherwise make available to Company any modifications, and will indicate at the top of this page the date this Agreement was last revised. Company's continued use of the DailyPay FC Platform will constitute its acceptance of any modifications. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Neither party may assign this Agreement or assign or delegate its rights or obligations under the Agreement without the other party’s prior written consent; provided however, that either party may assign this Agreement without such consent to an acquirer of or successor to all or substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any assignment or attempted assignment by either party otherwise than in accordance with this Section will be null and void. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. In the event of a conflict between or among the Order, these Platform Terms and Conditions, and the DailyPay Terms, the order of precedence shall be as follows: first, these Platform Terms and Conditions, second, the Order, and finally, the DailyPay Terms. No agency, partnership, joint venture, or employment is created as a result of this Agreement and a party does not have any authority of any kind to bind the other party in any respect whatsoever. All notices under this Agreement will be in writing and sent to the addresses set forth in the Order and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Each party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a party’s financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof)) (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event. Except as otherwise agreed upon by the parties in writing, in the event such non-performance continues for a period of thirty (30) days or more, either party may terminate this Agreement by giving written notice thereof to the other party. Upon the occurrence of any Force Majeure Event, the affected party will give the other party written notice thereof as soon as reasonably practicable of its failure of performance, describing the cause and effect of such failure, and the anticipated duration of its inability to perform. This Agreement will be governed by the laws of the State of New York without regard to its conflict of laws provisions. For all disputes relating to this Agreement, each party submits to the exclusive jurisdiction of the state and federal courts located in New York, New York, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Customer acknowledges that any unauthorized use of the DailyPay FC Platform may cause irreparable harm and injury to DailyPay for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, Customer agrees that DailyPay may be entitled to injunctive relief in the event Customer uses the FC Platform in any way not expressly permitted by this Agreement.

Exhibit A

Data Processing Addendum

This Data Processing Addendum (“DPA”) amends and forms part of the Platform Terms and Conditions (the “Agreement”) between Customer and DailyPay, LLC (“DailyPay”) (collectively, “the parties”) for the provision of the DailyPay Frontline Communications Platform (the “Services”).

1. Definitions

1.1 In this DPA:

a) “Privacy Law” means all laws that apply to the Processing of Personal Data under the Agreement, including the California Consumer Privacy Act (“CCPA”), as amended or replaced from time to time, to the extent such laws and regulations apply to the relevant party.

b) “Personal Data” means any Customer Data that reasonably relates, directly or indirectly, to an identified or identifiable natural person that DailyPay may Process on Customer’s behalf in performing the services under the Agreement.

c) “Processing” (including its cognate "Process”) means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

1.2 Capitalized terms used but not defined herein have the meaning given to them in the Agreement.

2. Privacy and Security

2.1 Data protection. Each party will comply with its respective obligations under Privacy Law. In furtherance of the foregoing, DailyPay will Process Personal Data only to provide the Services in accordance with the Agreement and this DPA, and will only entrust the Processing of Personal Data to personnel who are required to Process Personal Data consistently with this DPA.

2.2 Data security. DailyPay shall implement administrative, physical and technical safeguards to protect Personal Data that are no less rigorous than accepted industry practices, and shall ensure that all such safeguards, including the manner in which Personal Data is collected, accessed, used, stored, processed, disposed of and disclosed, comply with Privacy Laws, as well as the terms and conditions of the Agreement. At a minimum, DailyPay’s safeguards for the protection of Personal Data shall include: (i) limiting access of Personal Data to authorized persons; (ii) implementing network, device application, database and platform security; (iii) securing information transmission, storage and disposal; (iv) implementing authentication and access controls within media, applications, operating systems and equipment; (v) encrypting and pseudonymizing Personal Data stored on any DailyPay-supplied mobile media; (vi) encrypting and pseudonymizing Personal Data transmitted over public or wireless networks; (vii) logically segregating Personal Data from information of DailyPay or its other customers so that Personal Data is not commingled with any other customer’s information; (viii) validating security of software and websites through static and dynamic security testing processes; (ix) implementing appropriate personnel security and integrity procedures and practices; (x) providing appropriate privacy and information security training to DailyPay’s employees; (xi) ensuring all software developed by DailyPay is tested for security flaws and meets at a minimum OWASP top 10 security standards; (xii) ensuring the ongoing confidentiality, integrity, availability and resilience of processing systems and services; (xiii) ensuring the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and (xiv) maintaining a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of processing Personal Data.

2.3 Breach notification. DailyPay shall notify Customer of a Security Breach as soon as practicable, but no later than seventy-two (72) hours after DailyPay becomes aware of it. Where possible, the notice to Customer shall describe the nature of incident, the number of individuals impacted, the type of records impacted, and any other information that may be relevant. Following DailyPay’s notification to Customer of a Security Breach, the parties shall coordinate with each other to investigate the Security Breach. DailyPay shall take all reasonable steps to investigate, mitigate, and remediate any Security Breach and prevent any further Security Breach at DailyPay’s expense in accordance with applicable laws. DailyPay shall provide Customer with all such timely information and cooperation as Customer may require so that it may fulfil its data breach reporting obligations under (and in accordance with the timescales required by) applicable Privacy Laws. The parties agree to coordinate in good faith on developing the content of any related public statements. As used herein, “Security Breach” means any unauthorized access to or use, disclosure, alteration, or destruction of Personal Data known to DailyPay that materially compromises the privacy or security of Personal Data.

2.4 Subprocessors. Customer agrees that DailyPay may use the third-party suppliers to Process Personal Data on its behalf for the provision of the services under the Agreement (each a “Subprocessor”). DailyPay will ensure that any Subprocessors to which it transfers Personal Data enter into written agreements with DailyPay requiring that the Subprocessor abide by terms substantially similar to those contained in this DPA. DailyPay will remain liable for any breaches of this DPA caused by its Subprocessors.

2.5 Privacy assistance. If requested and upon reasonable prior written notice from Customer, DailyPay shall provide commercially reasonable assistance to Customer in completing any privacy impact assessments and/or data protection impact assessment, and any prior consultations with government authorities, that Company considers necessary to comply with applicable Privacy Law. Company shall be responsible for reasonable costs and expenses incurred by DailyPay related to any such assistance.

2.6 Customer commitments. Customer will (i) provide all required notices and obtain all required consents, permissions and rights necessary under applicable Privacy Law for DailyPay to lawfully Process Personal Data for the purposes contemplated by the Agreement; (ii) make appropriate use of the services to ensure a level of security appropriate to the particular content of the Personal Data; (iii) comply with all Privacy Law applicable to the collection of Personal Data and the transfer of such Personal Data to DailyPay; and (iv) ensure its processing instructions comply with applicable laws (including applicable Privacy Law).

2.7 Deletion or return of Personal Data. Upon termination of the Agreement, DailyPay shall upon Customer’s request either return all Personal Data and copies of such data to Customer or delete, and provide a certificate of destruction, (i) unless otherwise required to store such Personal Data (x) pursuant to applicable law or (y) DailyPay’s document retention policy or (ii) such Personal Data is necessary solely for the purpose of DailyPay recouping any amounts owed due to a negative remaining balance in any DailyPay account. If required to store Personal Data pursuant to the preceding sentence, then DailyPay shall continue to safeguard such data in accordance with this DPA.

3. CCPA

3.1 To the extent the CCPA applies, DailyPay will:

a) not (i) “sell” or “share” (as defined in the CCPA) the Personal Data; (ii) retain, use, combine, or disclose the Personal Data for any purpose other than as permitted under this DPA and in accordance with the Agreement; or (iii) retain, use, or disclose the Personal Data other than in the context of the direct relationship with Customer in accordance with the Agreement;

b) assist Customer, taking into account the nature of the Processing and the information available to DailyPay, in complying with Customer's obligations to respond to requests concerning Personal Data from individuals under applicable Privacy Law;

c) notify Customer, unless prohibited by applicable law, if DailyPay: (i) receives a request, complaint or other inquiry regarding the Processing of Personal Data; (ii) receives a binding or non-binding request to disclose Personal Data from law enforcement, courts or any government body; (iii) is subject to a legal obligation that requires DailyPay to Process Personal Data in contravention of Customer’s instructions; or (iv) is otherwise unable to comply with Privacy Law or this DPA; and

d) make available to Customer at Customer’s request reasonable information which is necessary to demonstrate compliance with this DPA as requested by Customer. Customer agrees to that the Report and Opinion set forth in Section 2.5 of this DPA will satisfy any audit rights accorded to Customer pursuant to Privacy Law. However, if Customer can demonstrate that it requires additional information, beyond the Report and Opinion, then Customer may request, at Customer's cost, request DailyPay to provide for an audit subject to reasonable confidentiality procedures, which will: (i) not include access to any information that could compromise confidential information relating to other DailyPay Customers or suppliers, DailyPay's technical and organizational measures, or any trade secrets; and (ii) be performed upon not less than thirty (30) days’ notice, during regular business hours and in such a manner as not to unreasonably interfere with DailyPay’s normal business activities.

4. General

4.1 If there is any conflict between this DPA and the Agreement, this DPA will prevail to the extent of that conflict in connection with the Processing of Personal Data.

4.2 If any provision of this DPA is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, then the invalidity or unenforceability of such provision does not affect any other provision of this DPA and all provisions not affected by such invalidity or unenforceability will remain in full force and effect.