Client Terms

Last Updated: March 20, 2026

THESE DAILYPAY TERMS AND CONDITIONS GOVERN THE USE OF AND ACCESS TO THE SOFTWARE-AS-A-SERVICE MADE AVAILABLE BY DAILYPAY AT WWW.DAILYPAY.COM OR VIA THE DAILYPAY MOBILE APPLICATION ON IPHONE OR ANDROID DEVICES (THE “SERVICE”). BY EXECUTING AN ORDER FORM REFERENCING THESE TERMS, YOU AGREE TO BE BOUND BY THESE TERMS AND THE ORDER FORM.

1. LICENSE

(a) Grant. Subject to the terms and conditions of this Agreement, DailyPay grants Company a non-exclusive, non-transferable, non-sublicensable (except as set forth herein), limited license during the Term (the “License”) to access and use the Service solely for the purpose of providing Company employees access to the Services, including without limitation, access to accrued, unpaid earnings prior to Company’s regularly scheduled payroll processing (“Earnings”) and any other purpose as may be mutually agreed to by the Parties in writing from time to time. Each employee of Company who elects to use the Service is a “User”. The Service may include (i) the client portal made available by DailyPay to Company Administrators and other Company personnel at www.dailypay.com (the “Client Portal”); and (ii) application program interfaces (“APIs”) provided by DailyPay for Company to access the Service, if applicable. The License includes the right to make, distribute and use a reasonable number of copies of any written or online (x) descriptions of the functionality, technical requirements, or use of the Service (collectively, “Documentation”), and (y) marketing materials provided by DailyPay (“DailyPay Materials”), in each case for Company’s internal business purposes, including promoting the Service to Eligible Employees.

(b) Restrictions. The Service is licensed only for Company’s internal business purposes. Except as explicitly permitted in this Agreement, Company shall not, directly or indirectly: (i) modify or create derivative works of the Service; (ii) decompile, reverse engineer, or otherwise translate any portion of the Service into human-readable form (except to the extent that this subsection (ii) is limited by applicable law); (iii) rent, lease, share, distribute, sell or otherwise make the Service available to any third party, including on a time sharing, service bureau, or similar basis; (iv) remove, alter or deface proprietary notices, labels or marks in the Service, Documentation, or DailyPay Materials; (v) disclose the results of testing or benchmarking of the Service; (vi) circumvent or disable the Service’s copyright protection or license management mechanisms; (vii) use the Service in violation of any applicable law or regulation or to violate the rights of any third party; (viii) interfere with or disrupt the integrity or performance of the Service, (ix) probe, scan, or test for vulnerabilities in the Service, (x) gain unauthorized access to the Service or its related systems or networks, or (xi) attempt to do any of the foregoing.

(c) Additional Features. DailyPay may make new features or modules for the Service available to Company for an additional fee during the Term (each such offering, a “Company Add-On”). Company Add-Ons are not required for the proper functioning of the Service and shall be mutually agreed upon in writing by the Parties.

2. USE OF THE SERVICE

(a) Company Responsibilities.

(i) Company shall use commercially reasonable efforts to promote the availability of the Service to all of Company’s (w) current employees and (x) newly hired employees during the Term, other than (y) any salaried employee that earns an annual salary of more than $200,000 per year or (z) any hourly employee that earns more than $100 per hour (“Eligible Employees”) and to hiring candidates of Company.

(ii) Company shall provide DailyPay with current and accurate information about Eligible Employees and their Earnings (the “Files”) and otherwise comply with the Implementation Guide available at https://www.dailypay.com/en-us/legal/direct/dailypay-implementation-guide/ (the “Implementation Guide”). Prior to Company’s delivery of the Files, Company shall not require Eligible Employees to (I) opt-in to the Service or (II) instruct Company to disclose Eligible Employees’ data to DailyPay.

(iii) Company shall provide DailyPay with personal email addresses of Eligible Employees in the user roster file if such personal email addresses are in Company’s possession. DailyPay may use such personal email addresses to make Eligible Employees aware of the Service; providedthat DailyPay’s use of such personal email addresses complies with applicable law, including, without limitation, the CAN-SPAM Act of 2003 (as may be amended or modified from time to time).

(iv) Company shall make all payroll payments (including off-cycle and termination payments where permitted by applicable law) for Users to the unique routing and account number pairing established for each User in connection with this Agreement and designated by the User as their direct deposit destination (the “DailyPay User Account”) in accordance with Company’s regular payroll timeline (but in no event less frequently than monthly). If Company fails to make any payroll payments for Users in accordance with this Section 2(a)(iv), then Company shall be required to cure such failure within two (2) business days.

(v) If a User is terminated by Company or voluntarily terminates their employment with Company, Company shall notify DailyPay through an automated notification from Company’s payroll system or otherwise in accordance with the Implementation Guide and pay the terminated User’s final pay to the DailyPay User Account pursuant to Section 2(a)(iv). DailyPay reserves the right to suspend or modify access to the Service if Company does not comply with its obligations under this Section 2(a)(v) to notify DailyPay of terminations in a timely fashion.

(vi) If there is an unresolved overpayment in a DailyPay User Account after payday that is due to (A) delivery by Company of Files containing erroneous data or (B) Company paying a User terminated by Company via a paper check (or via an alternative method) and not to the User’s DailyPay User Account (an “Employer-Caused Overpayment”), Company may be held liable for such Employer-Caused Overpayment.

(vii) Upon DailyPay’s request in connection with any renewal of the Term or as may be requested by DailyPay from time to time to confirm that Company meets DailyPay’s eligibility requirements (including, without limitation, in connection with a Proposed Company Assignment (as defined in Section 11(f)), Company shall provide DailyPay with supporting financial documentation.

(viii) If Company (A) makes any payroll system change, (B) undergoes a restructuring, or (C) sells a business unit (a “System Change”), then Company shall provide DailyPay not less than ninety (90) days’ prior written notice of such event, or if such prior notice would not be commercially reasonable, as much advanced written notice as would be commercially reasonable under the circumstances.

(ix) If DailyPay reasonably expects that such System Change shall cause DailyPay to incur costs and expenses to continue providing the Service (as determined by DailyPay in its sole reasonable discretion), then, DailyPay may invoice Company for the costs of adjusting the Service to the System Change for an amount up to $25,000, depending on the scope of such work. If so invoiced, Company shall pay the invoice within thirty (30) days of receipt. DailyPay may, in its sole reasonable discretion, waive its right to invoice under this Section 2(a)(ix).

(b) DailyPay Responsibilities.

(i) DailyPay has and will maintain in good standing all required licenses, registrations, permits or authorizations to provide the Service and shall provide the Service in accordance with all applicable laws and government regulations.

(ii) DailyPay shall make the Service available as set forth in Exhibit A (Data Protection Addendum).

(iii) DailyPay shall, either through the Service or otherwise, provide Company with information regarding Users for whom DailyPay has not received Earnings from Company, and the status of User accounts (including when any User account is terminated).

(iv) DailyPay shall distribute payroll payments received from Company pursuant to Section 2(a)(iv) to Users net of any On-Demand Pay transfers, associated fees and presettled Earnings provided by DailyPay to such Users. Any payments received by DailyPay prior to 12 p.m. ET on a business day shall be distributed on the same business day as received. Any payments received by DailyPay at any other time shall be distributed not later than the next business day following receipt.

(v) DailyPay shall use commercially reasonable efforts to promote the availability of the Service to Eligible Employees.

3. OWNERSHIP

(a) Service. Materials and Documentation. Except for the limited rights granted in Section 1(a), DailyPay retains all right, title and interest, including all intellectual property rights, in and to the Service, Documentation, DailyPay Materials, and DailyPay’s API. DAILYPAY EXPRESSLY RESERVES ALL RIGHTS IN AND TO THE SERVICE, DOCUMENTATION AND DAILYPAY MATERIALS NOT EXPRESSLY GRANTED HEREUNDER.

(b) Company Data. Company grants DailyPay a non-exclusive, non-transferable (except as set forth herein), worldwide, royalty-free license during the Term to use any information provided by or on behalf of Company to DailyPay in connection with this Agreement (collectively, “Company Data”) for the purpose of performing DailyPay’s obligations under this Agreement. Notwithstanding anything to the contrary, Company agrees that DailyPay has the right to collect, use and analyze any de-identified information derived from Company Data for DailyPay’s lawful business purposes; provided that such de-identified information shall not be identifiable to any individual or Company. Company represents and warrants that: (i) it owns or has the right to make Company Data available to DailyPay; (ii) the posting and use of Company Data on or through the Service will not (A) violate the intellectual property, privacy, publicity, or other rights of any person or (B) breach any contract between Company and a third party; (iii) Company Data is accurate; (iv) to the extent Company Data includes information that, alone or in combination with other information, identifies an individual person or individual persons(“Personal Data”), Company does and shall comply with all applicable laws and regulations involving the use, protection, and maintenance of such Personal Data; and (v) shall not provide DailyPay with any Personal Data that includes complete nine-digit Social Security Numbers.

(c) Usage Information. DailyPay owns all data (i) regarding installation, registration, and use of the Service; and (ii) related to performance of the Service, including response times, load averages, usage statistics, or activity logs (collectively, “Performance Data”). Performance Data does not include any Personal Data or Company-specific output resulting from the use of the Service (“Company Output”) but may include aggregated or anonymized information derived from Company Output. Performance Data may be used to contribute to analytical models used by DailyPay, to monitor and improve the Service, and to develop additional services and offerings.

(d) Feedback. Company hereby grants DailyPay a worldwide, perpetual, irrevocable, royalty-free right and license to use or incorporate into the Service any ideas, suggestions, comments, recommendations, enhancement requests or other input related to the Service provided by Company, its employees or agents to DailyPay in any form in any way whatsoever, so long as Company has obtained the required legal authorizations, where applicable, from the respective party.

4. FEES

(a) Company Fees. Company shall pay DailyPay any amounts set forth on the Order Form, except to the extent that the Order Form indicates that any such amount has been “waived” (the “Company Fees”). DailyPay may modify Company Fees in connection with any renewal of the Term, provided that DailyPay provides Company with notice of such revised Company Fees at least forty-five (45) days prior to the renewal date. All Company Fees are payable in advance and due within thirty (30) days of receipt of an invoice. Pursuant to the Order Form, DailyPay agrees to waive implementation-related Company Fees in connection with this Agreement. Notwithstanding the foregoing, if Company (i) does not launch the Service to its Eligible Employees due to some act or omission on the part of Company, or (ii) materially fails to perform any of its obligations under Section 2(a), Company agrees that DailyPay may invoice Company for, and Company shall pay, the amount of the waived implementation-related Company Fees within thirty (30) days of receipt of such invoice. Except as otherwise set forth herein, Company Fees are non-cancelable and non-refundable.

(b) User Fees. As of the Effective Date, DailyPay shall charge Users fees at the rates set forth on the Order Form (the “User Fee”, and collectively with Company Fees, “Fees”). At any time thereafter during the Term, User Fees shall be set at DailyPay’s then-current rates (which may be changed from time to time).

(c) Outstanding Balances. DailyPay may suspend or adjust Company and/or User access to the Service if any amounts owed by Company to DailyPay pursuant to Sections 2(a)(iv) or 2(a)(vi) remain unpaid more than thirty (30) days after they were due. Notwithstanding the foregoing, if Company fails to comply with its obligations to fund payroll to DailyPay User Accounts in accordance with Section 2(a)(iv), DailyPay may immediately suspend or adjust Company or User access to the Service.

(d) Taxes. Company shall be responsible for payment of all sales, use, property, value-added, payroll withholding, or other federal, state or local taxes arising from or related to its payment of Earnings to Users and the Service, except for taxes based solely on DailyPay’s net income. If DailyPay is required to pay any such taxes based on the licenses granted in this Agreement or on Company’s use of the Service, then such taxes will be billed to and paid by Company.

5. CONFIDENTIAL INFORMATION

(a) Definition. “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or the equivalent or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure. However, Confidential Information does not include information that (i) is or becomes generally known to the public without Receiving Party’s breach, (ii) was known to the Receiving Party prior to its disclosure, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. The occurrence of a situation described in subsections (i) through (iv) will not reduce or limit the Receiving Party’s obligation to protect Personal Data in compliance with all applicable laws and regulations.

(b) Protection. The Receiving Party shall protect the Disclosing Party’s Confidential Information with the same degree of care that it uses to protect its own information of like kind (but in no event with less than reasonable care). Except as required by applicable law, the Receiving Party shall (i) only use Confidential Information as required to fulfill its obligations or as otherwise permitted under this Agreement, and (ii) unless authorized by the Disclosing Party in writing, limit access to Confidential Information to those of its and its affiliates’ employees, contractors, agents and potential financing sources who are bound to confidentiality obligations no less stringent than those in this Section 5. The terms of this Agreement are Confidential Information of the Parties; its existence is not.

(c) Compelled Disclosure. If the Receiving Party is requested, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, to disclose any Confidential Information of the Disclosing Party, the Receiving Party may disclose the Disclosing Party’s Confidential Information if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest or limit the scope of the disclosure.

6. TERM AND TERMINATION

(a) Term. This Agreement shall become effective on the Effective Date and will continue for the “Initial Term” of two (2) years. Thereafter, the Agreement will automatically renew for successive periods equal to the length of the Initial Term (each, a “Renewal Term,” and, all such Renewal Terms with the Initial Term, the “Term”), unless either Party notifies the other in writing of its intent not to renew at least thirty (30) days prior to the expiration of the then-current Term, or the Agreement is otherwise terminated pursuant to this Agreement.

(b) Termination for Material Breach. If either Party fails to materially comply with any provision of the Agreement, the other Party may terminate the Agreement upon thirty (30) days’ written notice unless the breach is cured within such time. In addition, DailyPay may terminate this Agreement without opportunity for Company to cure if Company (i) fails to timely fund any two (2) payroll payments in accordance with Section 2(a)(iv) in a rolling, twelve (12) month period, (ii) fails to (A) provide any information required to be provided pursuant to Sections 2(a)(vii) or (B) meet DailyPay’s eligibility requirements, as determined by DailyPay in its sole reasonable discretion, or (iii) assigns or attempts to assign this Agreement or delegates or attempts to delegate its rights or obligations hereunder without the prior written consent of DailyPay pursuant to its obligations under Section 11(f).

(c) Termination for Insolvency and Related Events. This Agreement may be terminated immediately by either Party upon written notice to the other Party (i) upon the institution by the other Party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of such other Party’s debts (or when such proceedings are instituted by a third party and not dismissed within twenty (20) days), (ii) upon the other Party’s making an assignment for the benefit of creditors, or (iii) upon the other Party’s dissolution or ceasing to do business. To the extent that Company commences bankruptcy proceedings, Company shall include details of the services and benefit provided to Users by DailyPay pursuant to this Agreement in any disclosure made to the bankruptcy court in connection with such proceedings, including in any motion seeking the court’s authority to continue employee benefit programs in the ordinary course.

(d) Effects of Termination. Upon the expiration or termination of the Agreement, (i) Company shall pay DailyPay for any Earnings paid to Users by DailyPay but not funded to the DailyPay User Account by Company as of the date of termination or expiration of the Agreement (the “Termination Date”): (A) within two (2) business days of the Termination Date if such amounts exceed, or are equal to, $50,000 in the aggregate; or (B) within thirty (30) days of the Termination Date if such amounts do not exceed $50,000 in the aggregate; (ii) all non-perpetual rights and licenses granted by each Party hereunder shall terminate; (iii) Company shall immediately discontinue all use of the Service and remove or destroy any copies of the Documentation and DailyPay Materials in its possession; (iv) DailyPay may retain all Company Data for applicable audit and compliance retention periods, subject to the terms of Section 5; (v) each Party shall return (or destroy, at the Disclosing Party’s option) all other Confidential Information of the other Party in its possession; and (vi) Sections 3, 5, 6(c), 6(d), 8, 9, 10, 11(e), 11(f) and Exhibit A and any rights or obligations of the Parties which, by their express terms, nature or context are intended to survive termination, will survive in accordance with their terms.

7. WARRANTIES, COVENANTS AND DISCLAIMER

(a) Mutual Representations and Warranties. Each Party represents and warrants that it has the right to enter into and perform its obligations under this Agreement, and that such performance does not and will not conflict with any other agreement of such Party or any judgment, order, or decree by which it is bound. Each Party shall comply with all laws applicable to its performance under this Agreement, including those relating to privacy and the protection of Personal Data and credit information.

(b) Company Covenants. Company acknowledges and agrees that the DailyPay On-Demand Pay service is not compatible with other services that enable employees to access their Earnings prior to payday (such services, “On-Demand Pay Solutions”). In consideration thereof, Company covenants that, during the Term, DailyPay shall be Company’s exclusive provider of On-Demand Pay Solutions available to Eligible Employees.

(c) Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY IN CONNECTION WITH THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, DAILYPAY MAKES THE SERVICE AVAILABLE ON AN “AS IS” BASIS.

8. INDEMNIFICATION

(a) By DailyPay.

(i) DailyPay will indemnify and hold harmless (including payment of reasonable attorneys’ fees and court costs) Company and its officers, directors and employees against any third-party claim (including payment of reasonable attorneys' fees and court costs related to such claim) alleging that the Service infringes the intellectual property rights of such third party, except to the extent the alleged infringement arises out of (A) Company’s use of the Service in violation of the Agreement, (B) Company’s use of the Service in combination with other products, equipment, software or data not supplied by DailyPay, (C) any modification of the Service by any person other than DailyPay or its authorized agents, or (D) Company Data.

(ii) If the Service or any element thereof is (or in DailyPay’s judgment) is likely to be found to infringe any third-party intellectual property rights, DailyPay, in its sole discretion and at its cost and expense, will either (A) procure the right for Company to continue to use the Service; or (B) modify the Service to be non-infringing without materially diminishing its functionality. If neither (A) nor (B) is commercially reasonable, DailyPay may terminate the Agreement by giving Company at least thirty (30) days’ prior written notice and, as Company’s sole and exclusive remedy therefor, refund Company any prepaid Company Fees attributable to the terminated portion of the Agreement.

(iii) The remedies in Sections 8(a)(i) and (ii) are Company’s sole remedy, and DailyPay’s entire liability, with respect to any third-party infringement claim.

(iv) DailyPay will indemnify and hold harmless Company and its officers, directors and employees against any third-party claim (including payment of reasonable attorneys’ fees and court costs related to such claim) arising out of or related to any Security Breach (as defined in Exhibit A) (any such claims, “DailyPay Security Breach Claims”). Notwithstanding the foregoing, (x) any indemnification obligations in this Section 8(a)(iv) shall not apply to that portion of any claim arising from (I) Company’s own negligent act or omission or (II) Company’s breach of any representation or warranty or obligation under this Agreement; and (y) DailyPay’s aggregate liability for all DailyPay Security Breach Claims in each contract year shall not exceed the total amount of Fees (including User Fees) paid to DailyPay under this Agreement during the twelve (12) months prior to the date on which the claim arose.

(b) By Company. Company will indemnify and hold harmless DailyPay and its officers, directors and employees against any third party (including a User) claim (including payment of reasonable attorneys’ fees and court costs related to such claim) arising out of or related to (i) Company’s failure to comply with applicable law or (ii) DailyPay’s use of any Company Data (including allegations of late or erroneous payments of Earnings or Company’s failure to provide Company Data necessary for DailyPay to make payments of Earnings to Users).

(c) Procedures. The obligations in this Section 8 are contingent on the indemnified Party (i) promptly notifying the indemnifying Party of any indemnifiable claim (except that any failure to so notify the indemnifying party will not relieve indemnifying party of its obligations under this section unless such failure materially prejudices indemnifying party’s ability to defend the claim); (ii) granting the indemnifying Party sole control over the defense and/or settlement of the claim (provided that a settlement may not impose costs or liability on the indemnified Party without its consent); and (iii) providing reasonable assistance to the indemnifying Party at the indemnifying Party’s expense.

9. LIMITATION OF LIABILITY.

EXCEPT FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, AND A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (WHICH SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH THEREIN, IF ANY), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR (A) LOST PROFITS, LOSS OF DATA OR ANY OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ASSERTED, ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) DAMAGES EXCEEDING, IN THE AGGREGATE, THE TOTAL AMOUNT OF FEES PAID TO DAILYPAY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE. THIS LIMITATION SHALL NOT APPLY TO ANY CLAIMS BY DAILYPAY AGAINST COMPANY ARISING OUT OF (I) COMPANY’S FAILURE TO FULLY FUND THE DAILYPAY USER ACCOUNTS IN ACCORDANCE WITH THIS AGREEMENT OR (II) ERRONEOUS COMPANY DATA. THIS LIMITATION IS CUMULATIVE AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIABILITY LIMITATION. THE PARTIES ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT.

10. GOVERNING LAW, DISPUTE RESOLUTION

(a) Governing Law. This Agreement, including its formation, and the rights of the Parties thereunder shall be governed by the laws of the State of New York, without giving effect to conflicts of laws principles that would require a different result. The Parties acknowledge that this Agreement evidences interstate commerce. Notwithstanding the preceding provision with respect to the applicable substantive law, any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et. seq.

(b) Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope, applicability and enforceability of this agreement to arbitrate, shall be finally settled by arbitration before a sole arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The seat, or legal place, of arbitration shall be New York City, New York. Judgment on the award may be entered in any court of competent jurisdiction.

(i) Within fifteen (15) days after the commencement of arbitration, the Parties shall jointly select the sole arbitrator. If the Parties are unable or fail to select the arbitrator within the allotted time, that arbitrator shall be appointed by JAMS in accordance with its rules. The arbitrator shall serve as a neutral, independent and impartial arbitrator.

(ii) The arbitrator shall award to the prevailing Party, if any, the costs, expenses and attorneys’ fees reasonably incurred in connection with the arbitration.

(iii) The Parties shall maintain the confidential nature of the arbitration hearing and proceedings, including all rulings and awards, unless: (1) otherwise required by law or judicial decision, (2) as may be necessary to prepare for or conduct the arbitration, (3) as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award, or its enforcement, or (4) as the Parties otherwise consent.

(c) Waiver: Class and Collective Actions. The Parties agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective action basis. There shall be no right or any authority for any dispute to be brought, heard or arbitrated as a class or collective action. The class and collective action waiver shall not be severable from this arbitration agreement in any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that the class and collective action waiver is invalid, unenforceable, unconscionable, void or voidable. In such instances, the class action shall be brought exclusively in the state or federal courts located in New York County, the State of New York.

(d) Waiver: Jury Trial. The Parties agree to waive any Constitutional and statutory rights to sue in court and have a trial in front of a jury.

(e) Remedies; Injunctive Relief. All rights and remedies of the Parties under this Agreement are cumulative and the exercise of one remedy will not exclude election of other remedies. A Party’s breach or threatened breach of any of Sections 1(b), 2(a)(iv), 3, or 5 of this Agreement may cause irreparable injury that may not be compensated by monetary damages. Accordingly, notwithstanding this section and in addition to any other remedies available to it, a Party may seek interim injunctive or other interim equitable relief in any court of competent jurisdiction for such breach or threatened breach.

(f) Arbitration of Claims with Users. Company acknowledges that the Terms of Service located at https://www.dailypay.com/legal/terms-of-service/, as modified from time to time (“TOS”) between DailyPay and the employees of Company who use the Service (“Participating Users”) includes an Arbitration Agreement (as defined in the TOS). Company agrees to be bound by the Arbitration Agreement and to arbitrate any claims between Company and a Participating User in accordance with the Arbitration Agreement in the TOS.

11. MISCELLANEOUS

(a) Insurance. During the Term of this Agreement, DailyPay shall maintain a policy of (i) commercial general liability insurance, covering liability arising from premises, operations, independent contractors, completed operations, personal injury, advertising injury and liability assumed under an insured contract, with limits of at least $1,000,000 per occurrence, and $2,000,000 aggregate; (ii) Umbrella Liability of at least $10,000,000 per occurrence and $10,000,000 aggregate; (iii) Third-Party Crime Liability of at least $3,000,000 per occurrence and $3,000,000 aggregate; (iv) Professional Liability/Errors and Omissions Coverage of at least $10,000,000 per occurrence; and (v) Privacy and Network Liability of at least $15,000,000 per claim, and $15,000,000 aggregate, including Data Breach Fund and Regulatory Proceeding. Self-insurance is not acceptable. Such policies shall be underwritten by an insurance carrier authorized to do business in the United States and having a rating of “A-” or better by A.M. Best Company and a Financial Size Category rating of at least Class VIII.

(b) Notices. Any notice, consent, or other communication intended to have legal effect hereunder will be in writing and given personally, sent via overnight delivery requiring signature upon receipt to the relevant Party at the address for such Party indicated on the Order Form (or such other address as provided by that Party in writing), or sent via email to the email address for such Party indicated on the Order Form (or such other email address as provided by that Party in writing). Notices will be deemed given when delivered or refused.

(i) Company may utilize DailyPay’s trademarks and service marks (collectively, the “DailyPay Marks”) that are provided by DailyPay to Company for the sole purpose of promoting the Service to Eligible Employees and hiring candidates. Any such utilization of DailyPay Marks shall be consistent with DailyPay’s style guidelines or requirements as communicated to Company by DailyPay. Company shall not use the DailyPay Marks for any other purpose without the prior written consent of DailyPay. Company acknowledges DailyPay’s sole ownership of and exclusive right, title and interest in and to the use of the DailyPay Marks, and no ownership interest in the DailyPay Marks by Company has been created by this Agreement. All use of DailyPay Marks contemplated by this Agreement shall inure solely to the benefit of DailyPay.

(ii) DailyPay may utilize Company’s trademarks and service marks (collectively, the “Company Marks”) in order to indicate that Company is a customer of DailyPay (1) for the purpose of validating for Users that Company maintains a contractual relationship with DailyPay pursuant to which DailyPay provides the Service to Company; and (2) as part of DailyPay’s on and offline sales and marketing materials (including, without limitation, press releases and other public announcements of the launch of the Service with Company). Any such utilization of Company Marks will be consistent with Company’s style guidelines or requirements as communicated to DailyPay by Company. DailyPay acknowledges Company’s sole ownership of and exclusive right, title and interest in and to the use of Company Marks, and no ownership interest in Company Marks by DailyPay has been created by this Agreement.

(d) Relationship of the Parties. The Parties are independent contractors and nothing in this Agreement will be construed as creating a partnership or joint venture of any kind between the parties. Neither Party will have the authority nor power to bind the other Party or represent that it has such right.

(e) Joint and Several Liability. Each of Company entities identified in this Agreement, including its/their subsidiaries and affiliates, is a Party to this Agreement and is jointly and severally liable for the obligations of Company set forth in this Agreement.

(f) Assignment. Company may not assign this Agreement or delegate any rights or obligations hereunder, directly or indirectly, by Change of Control (as defined below), merger (whether or not the Company is the surviving entity), operation of law or otherwise, without DailyPay’s prior written consent. If Company desires to assign any of its rights, or delegate any of its obligations (any such proposed assignment or delegation, a “Proposed Company Assignment”), then Company shall first provide fourteen (14) days’ prior written notice to DailyPay. After receipt of such notice, DailyPay may, in connection with such Proposed Company Assignment, request supporting financial information pursuant to Section 2(a)(vii), and any such Proposed Company Assignment shall be subject to DailyPay’s prior written consent (not to be unreasonably withheld). Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. DailyPay may freely assign this Agreement. Any attempted assignment in violation of this Section 11(f) will be null and void. For purposes hereof, “Change of Control” means any transaction or series of related transactions which results in equityholders which were not equityholders of Company or any of Company’s subsidiaries party hereto on the Effective Date owning more than fifty percent (50%) of the outstanding equity of the surviving entity.

(g) Waiver; Amendment. 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 Service will constitute its acceptance of any modifications. A Party’s failure to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

(h) Force Majeure. Nonperformance of either Party will be excused to the extent that performance is rendered impossible by events beyond its reasonable control, provided that the affected Party takes commercially reasonable steps to mitigate the effect of such event.

(i) Titles; Headings; Interpretations. Titles and headings used in this Agreement are intended solely for convenience of reference and do not affect its meaning. If any provision of this Agreement will be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will be unaffected. Except as expressly set forth herein, nothing in this Agreement grants any rights to any entity other than the parties to this Agreement. As used herein, “including” and its derivatives means “including, without limitation,” “may” means “has the right, but not the obligation to,” and “employees” means “employees or independent contractors.”

(j) Entire Agreement. This Agreement, including any exhibits attached hereto, is the entire agreement between the Parties with respect to the Service and supersedes any prior agreements, proposals and understandings about the same subject.

EXHIBIT A

DATA PROTECTION ADDENDUM

1. Resources to Provide Services.

(a). DailyPay shall provide all the facilities, personnel, equipment, communication lines, network equipment and components, bandwidth/connectivity, hardware, software and services necessary to provide the Service on a 24x7x365 basis, except for Scheduled Downtime and any unavailability caused by force majeure events (collectively, the “Service Resources”). As used herein, “Scheduled Downtime” means the downtime required by DailyPay for upgrading or maintaining the Service, provided that such downtime will occur no more frequently than once per week on Sundays between 4 a.m. and 6 a.m. ET and monthly on a Sunday between 12 a.m. and 6 a.m. ET, provided that DailyPay shall provide no less than 24 hours prior written notice of any changes in the downtime schedule. DailyPay shall provide the Service using a primary data center site (the “Primary Site”) as well as a secondary, back-up data center site (the “Back-Up Site”). The Primary Site and Back-Up Site shall (a) have redundant high speed connections to the Internet; and (b) have backup electrical systems, including an uninterruptible power supply and an electrical generator allowing for at least two months of generated power. Data from the Primary Site shall be replicated to the Back-Up Site every evening for disaster recovery purposes.

(b) Company is responsible for any on-site network or internet connectivity required to access the Service over the Internet by Company. Company consents to the processing and storage of Company Data (as defined below) on hardware owned or controlled by third parties, provided that such hardware is located in a Tier 4 data center.

2. Maintenance and Support.

(a) DailyPay shall provide Company, at no additional charge, with all support and maintenance necessary to ensure the Service is Available on a 24x7x365 basis (except for Scheduled Downtime and any unavailability caused by (i) force majeure events or (ii) third-party payment networks) and as more particularly set out in DailyPay’s Product Support Policy (the “Product Support Policy” and such support, the “Support”). In addition to the items set out in the Product Support Policy,

(b) DailyPay shall make available by telephone and email qualified technicians to respond to Company’s Support requests as set out in the Product Support Policy.

3. Service Level Agreements.

(a) Uptime SLA. DailyPay agrees that the Service shall be Available (as defined below) to Company 99% of time during each month (the “Uptime SLA”). As used herein, “Available” means Company is able to access and use the Service, and the Service is not experiencing an urgent priority level issue, as more particularly set out in the Product Support Policy.

(b) Termination Rights. If (i) the Uptime SLA is not met more than three times during any 12-month period, or (ii) the Service is Available less than 95% of the time during any month, then Company shall have the right to terminate the Agreement with thirty (30) days’ prior written notice.

4. Additional Data Protection Terms.

(a) Company Obligations.

(i) Company shall provide only Personal Data that is adequate, relevant, and reasonably necessary for DailyPay to perform its obligations under the Agreement. Company represents and warrants that its collection of Personal Data and disclosure to DailyPay complies with all laws governing the collection, use, disclosure, storage, and other processing of Personal Data, or the security of Personal Data (collectively, “Privacy Laws”) that are applicable to Company, such as, to the extent applicable, the California Consumer Privacy Act.

(b) DailyPay Obligations.

(i) DailyPay will process Personal Data only in accordance with applicable Privacy Laws for the purposes set out in the Agreement, provided that DailyPay shall not be required to act on any instruction set out in the Agreement, or otherwise provided by Company, that could (in DailyPay’s reasonable opinion) cause DailyPay to breach applicable law. DailyPay will inform Company if it believes that any Company instruction would violate applicable law.

(ii) DailyPay will provide the level of privacy protection for Personal Data as required of DailyPay under applicable Privacy Laws. DailyPay will notify Company if DailyPay determines that it can no longer meet its obligations under applicable Privacy Laws. Company has the right, upon providing notice to DailyPay, to take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Data.

(iii). DailyPay certifies that it understands and will comply with the foregoing requirements.

(i) Without limiting DailyPay’s obligations under the Agreement, DailyPay shall implement administrative, physical and technical safeguards designed 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) facilitating the ongoing confidentiality, integrity, availability and resilience of processing systems and services; (xiii) implementing 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 designed to safeguard Personal Data.

(ii) DailyPay shall remain compliant, with the Payment Card Industry Data Security Standard requirements (“PCI-DSS”) to the extent PCI-DSS applies to the Service. Furthermore, DailyPay shall at all times during the Term maintain, SOC 2 Type 2 and ISO. 27001:2022 certifications and security controls consistent with such certifications.

(iii) Company shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service (including, without limitation, by conducting regular security awareness training for Users about the risks of sharing their login credentials for the Service and using reused passwords as their login credentials for the Service) and notify DailyPay immediately of any such unauthorized access or use of which Company becomes aware.

(d) Breach Notification. DailyPay shall notify Company 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 Company shall describe the nature of the incident, the number of individuals impacted, the type of records impacted, and any other information that may be relevant. Following DailyPay’s notification to Company 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 in accordance with applicable laws. DailyPay shall provide Company with all such timely information and cooperation as Company may require so that it may fulfil its data breach reporting obligations under (and in accordance with the timescales required by) applicable Privacy Laws. DailyPay reserves the right to charge a reasonable fee to Company for any requested assistance. 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.

(e) Subprocessors. Any DailyPay subprocessors that process Personal Data on DailyPay’s behalf shall be subject to obligations to keep any such data confidential and maintain data security and privacy measures in accordance with applicable law.

(f) Regulator Requests. DailyPay shall use commercially reasonable efforts to assist the Company in addressing any communications and abiding by any advice or orders from government authorities relating to the Personal Data within the timeframe specified by the government authorities.

(g) Assistance and Cooperation.

(i) If requested and upon reasonable prior written notice from Company, DailyPay shall provide commercially reasonable assistance to Company in completing any privacy impact assessments and/or data protection impact assessments, 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.

(ii) At Company’s reasonable request and taking into account the nature of the processing, DailyPay will take reasonable steps to assist Company with Company’s obligation to respond to data subjects’ requests to exercise their rights under applicable Privacy Laws by taking appropriate technical and organizational measures.

(h) Audit.

(i) Upon Company’s written request DailyPay will provide Company with all information reasonably necessary to demonstrate DailyPay’s compliance with applicable Privacy Laws, including of the measures DailyPay has taken to comply with its obligations under this Agreement.

(ii) Upon Company’s request, DailyPay agrees to provide to Company from DailyPay’s independent auditor a Type 2 SOC 2 report that includes a description of the “system” as well as a written assertion by management issued based on the criteria for a description of a service organization’s system in DC section 200, 2018 Description Criteria for a Description of a Service Organization’s System in a SOC 2 Report (AICPA, Description Criteria) in addition to or replacement of any other applicable auditing and attestation standard(s) approved by the AICPA that are in effect during the time period in which the DailyPay’s independent auditor performs work related to the Type 2 SOC 2 report referred to herein (the “Report and Opinion”). DailyPay agrees to provide this Report and Opinion to Company for reasonable assurance that DailyPay’s service commitments and system requirements were achieved based on the trust services criteria relevant to Security, Availability, and Confidentiality (applicable trust services criteria) set forth in TSP section 100, 2017 Trust Services Criteria for Security, Availability, Processing Integrity, Confidentiality, and Privacy (AICPA, Trust Services Criteria).

(iii) Any information provided pursuant to this Section 4(h) shall be treated by Company as Confidential Information of DailyPay.

(i) Return or Deletion of Personal Data. Upon termination of the Agreement, DailyPay shall upon Company’s request either return all Personal Data and copies of such data to Company or delete, and provide a certificate of destruction unless, (i) DailyPay is otherwise required to store such Personal Data: (x) at the direction of the individual to whom the information pertains, (y) pursuant to applicable law or (z) pursuant to 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 User’s or former User’s DailyPay Account. If required to store Personal Data pursuant to the preceding sentence, then the DailyPay shall notify Company and continue to safeguard such data in accordance with this Agreement.

(j) California Personal Data. DailyPay will not, to the extent that the Personal Data constitutes “Personal Information” under the California Consumer Privacy Act: (a) disclose Personal Data of California Eligible Employees to a third party for monetary or other valuable consideration or disclose such Personal Data to a third party for cross-context behavioral advertising; (b) disclose Personal Data of California Eligible Employees to any third party for the commercial benefit of DailyPay or any third party; (c) retain, use, or disclose Personal Data of California Eligible Employees outside of DailyPay’s business relationship with Company or for a commercial purpose other than the business purposes specified in the Agreement or as otherwise permitted by applicable laws; or (d) combine Personal Data of California Eligible Employees with Personal Data that DailyPay receives from, or on behalf of, other persons, or collects from its own interaction with the Eligible Employee, except as permitted under applicable laws.

For Employees