DailyPay Client API Terms of Use

Last updated: October 24, 2025

1. Introduction

By registering a software application, website, product or service (an “Application”) at the DailyPay developer site (the “Developer Site”), you acknowledge that you are a client of DailyPay and have understood and agree to be bound by these DailyPay Client API Terms of Use (these “Terms”). You covenant that any registration information you give to DailyPay will always be accurate and up to date, and you’ll inform us promptly of any updates.

As used in these Terms, “Client API” or “Client APIs” means the application programming interfaces, software and other functionality and their associated tools and documentation that DailyPay makes available to its clients on the Developer Site.

As used in these Terms, “DailyPay” means DailyPay, Inc., with offices at 55 Water Street, New York, NY 10041, unless otherwise set forth in additional terms applicable for a particular Client API. We may refer to DailyPay as “we”, “our” or “us” in these Terms. DailyPay has subsidiaries and affiliated entities in and outside the United States. These companies may provide the Client APIs to you on behalf of DailyPay, and these Terms will also govern your relationship with these companies.

You represent and warrant to DailyPay that (a) you have the right to use, reproduce, transmit, publicly display, publicly perform and distribute your Application (excluding the Content), (b) use of your Application by DailyPay and its users in accordance with the Application’s terms of use will not violate the intellectual property rights of any third party or any applicable regulation or law and (c) you will comply with all applicable local, state, federal and foreign laws and regulations, including, without limitation, any laws or regulations relating to privacy and data protection, in connection with your performance under these Terms.

If you are accessing the Client APIs on behalf of a company or other entity, you represent and warrant that you have full legal authority to register an Application on behalf of that entity and bind it to these Terms (and all references to “you” in these Terms refer to that entity). If you are not authorized, you may not accept these Terms or register an Application for someone else.

If you authorize any person to have access to your developer account(s), you hereby appoint them as a representative and we may rely on any communications made by them relating to your developer account(s) and they may receive relevant information and notifications on your behalf.

In addition to complying with these Terms, your use of any of the Client APIs, and your display of Content in your Application, must also comply with the technical documentation, usage guidelines (including but not limited to the DailyPay Client API Embedding Guidelines and the Powered by DailyPay Usage Guidelines), call volume limits and other documentation maintained at the Developer Site or otherwise made available to you (together, the “Developer Documentation”, which are expressly incorporated into these Terms by this reference). “Content” means any data or content accessed via the Client APIs (including Personal Information as well as derivative, anonymized, de-identified or aggregated versions thereof). “Personal Information” means any information linked or reasonably capable of being linkable, directly or indirectly, to an identified or identifiable individual or household, provided by or on behalf of Users (as defined below) in connection with use of the Client APIs. In the event of any conflict between the Developer Documentation and these Terms, these Terms shall control unless expressly provided otherwise in the Developer Documentation.

We may update or modify these Terms, the Developer Documentation or any portion thereof at any time. You should check the Developer Site regularly for updates and modifications. We will alert you of material changes to these Terms by posting the updated terms on the Developer Site, via a service notification, or by other suitable means (e.g., via email to an email address associated with your account). Changes will not be applied retroactively, and most will become effective no sooner than 30 days after they are posted. The most current version of these Terms, available at the Developer Site, will govern your access to and use of the Client APIs. If you do not agree to the modified terms for a Client API, you should discontinue your access to and use of that Client API immediately. Your continued accessing or use of a Client API will constitute binding acceptance of such updates and modifications.

2. Using the Client APIs

A. Your End Users

You will require the end users of your Application (your “Users”) to comply with (and not knowingly enable them to violate) applicable laws, regulations and these Terms.

B. Compliance with Law, Third-Party Rights and Other DailyPay Terms of Service

You will comply with all applicable laws, regulations and third-party rights (including, without limitation, laws regarding the importation or exportation of data or software, privacy and local laws). You will not use the Client APIs to encourage or promote illegal activity or any violation of third-party rights. You will not violate any other terms of service with DailyPay or its affiliates.

C. Permitted Access

You will only access or attempt to access a Client API by the means described in the documentation for that Client API. Once you have successfully registered an Application and met the other requirements for a particular Client API, you will be given Access Credentials for your Application. “Access Credentials” means the necessary security keys, secrets, tokens and other credentials to access the applicable Client APIs. The Access Credentials enable us to associate your Client API activity with your Application. All activities that occur using your Access Credentials are your responsibility. Keep your Access Credentials secret. Do not sell, share, transfer or sublicense your Access Credentials to any party other than your employees or independent contractors in accordance with these Terms. Do not try to circumvent them, and do not misrepresent or mask either your identity or the identity of the Application. Access Credentials may not be embedded in open source projects. Access Credentials may be terminated for any suspected violation of the foregoing, or when not used for an extended period of time, at DailyPay’s sole discretion.

D. Client API Limitations

We set and enforce limits on your use of the Client APIs (for example, limiting the number of Client API requests you make or the number of users you may serve), in our sole discretion. You agree to, and you will not attempt to circumvent, such limitations as documented with each Client API. If you would like to use any Client API beyond these limits, you must obtain our express consent (and we may decline such request or condition our acceptance of your request on your agreement to additional terms and/or charges for that additional usage).

E. Client API Use Prohibitions

When using the Client APIs, you may not (or allow those acting on your behalf to):

Disclose or provide the Client APIs, Access Credentials or Content to any person or entity other than your employees or independent contractors, provided (1) such employees or independent contractors enter into a written agreement with you at least as protective of the Client APIs, Access Credentials, Content and DailyPay’s rights as these Terms, (2) you hereby agree to be responsible for, and liable to DailyPay for, any breaches of such agreements by such employees or independent contractors, (3) you maintain a list of all independent contractors with which you share the APIs, Access Credentials or Content (including the types of Content shared) that you will provide to DailyPay upon our request, (4) you suspend or terminate an employee’s or independent contractor’s ability to access the APIs, Access Credentials or Content if you become aware that such access is being used in an illegal manner or in violation of the restrictions included in these Terms and (5) DailyPay may restrict access to the Client APIs, Access Credentials and/or Content for any employees or independent contractors in its sole discretion.

Pre-fill content for a User (such as in a form) unless you provide a clear and prominent notice that any pre-filled content is subject to your privacy policy, and you give Users the ability to edit such pre-filled content.

Use, distribute or transfer the Client APIs or Content for any illegal purposes, or in any manner that would violate these Terms or breach any laws or regulations regarding privacy or data protection or violate the rights of third parties or expose DailyPay or its users to legal liability.

Sell, rent, lease or sublicense any Content, directly or indirectly, to any third party.

Use, distribute, transfer, disclose, share (with the exception of making the Content available to Users through your Application or with your independent contractors for purposes of providing the Application), communicate or otherwise make available any Content to any third party for any purpose other than to allow your Users to use the Content in your Application.

Violate the integrity of the Client APIs by, among other things, (a) attempting to bypass, exploit, defeat, or disable limitations or restrictions placed on the Client APIs, (b) attempting to find security vulnerabilities to exploit the Client APIs or attempting to bypass any security mechanism or filtering capabilities, (c) attempting any denial of service (DoS) attack on the Client APIs or any other conduct that attempts to disrupt, disable, or overload the Client APIs, (d) introducing or transmitting, or performing an action with the intent of introducing or transmitting, to our products or services any viruses, worms, defects, Trojan Horses, malware or any other items of a destructive nature, (e) using automated means, such as bots, to gain access to or use of our products or services or (f) attempting to gain unauthorized access to our products or services.

Interfere with or disrupt DailyPay products or services or servers or networks connected to DailyPay products or services.

Disobey any requirements, procedures, policies or regulations of networks connected to DailyPay products or services.

Obfuscate or hide your deployment or use of any DailyPay buttons, sign-in functionality, consent or authorization flows from your Users.

Proxy, request or collect, or provide functionality that proxies, requests or collects, DailyPay usernames or passwords.

Copy, adapt, reformat, reverse engineer, disassemble, decompile, decipher, translate or otherwise modify or attempt to extract the source code from any Client API, Access Credential, Content, Brand Features or any related software or other DailyPay product or service through automated or other means.

Remove, obscure or alter any DailyPay terms of service or any links to or notices of those terms.

Remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials you receive or access pursuant to these Terms, including the Client APIs, the Developer Documentation and the Content.

Request or obtain more Content than is minimally required for the Application to provide a high-quality experience to Users.

Use Content as an input to reports, scores or decisions that could be used for the purposes of determining eligibility for credit, insurance, employment, housing or other similar purposes, unless otherwise expressly permitted by DailyPay, in writing, under separate terms.

Use Content, or distribute or transfer Content for use, in any manner that facilitates bias or discriminatory practices, whether intentional or unintentional, based on any sensitive or legally protected categories or characteristics (including race, color, national origin, religion, sex, age, disability, immigration status, gender identification or sexual orientation).

Use Content, or distribute or transfer Content for use, in any manner that facilitates surveillance, including by any government entity (either directly or as a contractor for a government entity).

Try to exceed or circumvent limitations on Client API calls and use, including creating multiple Applications for identical or largely similar usage.

Distribute or allow third parties access to any standalone Client API.

Attempt to re-identify any de-identified or anonymized data.

Access, store, display or facilitate the transfer of any DailyPay content obtained through the following methods: scraping, crawling, spidering or using any other technology or software to access DailyPay content outside the APIs (such content, collectively, “Non-Official Content”). This restriction applies (1) whether the Non-Official Content was obtained directly or indirectly through a third party, such as a third-party developer, and (2) whether or not the Non-Official Content is stored or displayed in the Application or some other resource, product or service.

Combine any Content with any other DailyPay content (including Non-Official Content).

Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display or sublicense Content to any third party.

Misrepresent the source of ownership of Content.

Process Personal Information in any manner inconsistent with that of a “Processor”, “Service Provider”, or the equivalent as defined under applicable privacy laws and regulations. For the avoidance of doubt, you are not a “Controller” as defined under applicable privacy laws or regulations or a “Business” as defined under the California Consumer Privacy Act and amendments thereto under the California Privacy Rights Act or any implementing regulations.

Unless otherwise specified in writing by DailyPay, DailyPay does not intend use of the Client APIs to create obligations under the Health Insurance Portability and Accountability Act (“HIPAA”) and makes no representations that the Client APIs satisfy HIPAA requirements. If you are or become a “covered entity” or “business associate” as defined in HIPAA, you will not use the Client APIs for any purpose or in any manner involving transmitting protected health information to DailyPay unless you have received prior written consent to such use from DailyPay.

F. Monitoring by DailyPay

The Client APIs are designed to help you enhance your Application. You agree that DailyPay may monitor your use of the Client APIs to ensure quality, improve our products and services and verify your compliance with these Terms. You will not interfere or attempt to interfere with this monitoring. In the event you attempt to interfere with this monitoring, we may use any technical means available to overcome such interference. Moreover, we may suspend or terminate your access to the Client APIs without notice if we reasonably believe that you are in violation of the Terms.

You will provide us with up to two full-feature, client account-level instances to access your Application and/or other materials relating to your use of the Client APIs and/or the Content as reasonably requested by us for vetting purposes and/or to verify your compliance with these Terms, including, in particular, your security obligations. You acknowledge and agree that by accessing any such instances, DailyPay is not consenting to any additional agreements between you and DailyPay, including any terms that DailyPay clicks through to access your Application. You also agree to maintain sufficient auditing rights over your independent contractors, including the ability to (a) conduct an audit of their activities to verify their compliance with these Terms if requested by DailyPay, (b) enforce such audit rights if requested by DailyPay and (c) provide the complete results of any such audit to DailyPay, at DailyPay’s request.

You will not use the Client APIs for monitoring the availability or performance, or for benchmarking, of DailyPay’s products or services.

G. Storage of Content

You must not capture, copy, cache or store any Content or any information expressed by the Content (such as hashed or transformed data), except to the minimum extent required for the Application to provide a high-quality experience to Users. When storing Content in accordance with the preceding sentence, you must (a) store all Content in a manner that enables you to identify, segregate and selectively delete such Content and (b) store Content only for the duration necessary to provide your Application’s services to your Users. The Content must not be stored in a data repository that would enable any third-party access (other than access by the User to which the Content relates).

You may store the Application-specific alphanumeric user IDs that we provide you for identifying Users of your Application (“User IDs”) or the authentication tokens that we provide you when a User authenticates your Application to their DailyPay account (“OAuth Access Tokens”).

You must immediately delete all Content collected through the Client APIs on behalf of a User, including the User ID and OAuth Access Token, upon request by that User, or when the User’s employment with you is terminated, except when doing so would cause you to violate any law or obligation imposed by a governmental authority. The restrictions of this paragraph do not apply to data that you didn’t obtain via the Client APIs and that is separately entered or uploaded to you by the User of your Application.

Except when doing so would cause you to violate any law or obligation imposed by a governmental authority, you must immediately delete all Content if (a) we terminate your use of the Client APIs for a breach of these Terms, (b) you are no longer operating your Application or (c) upon request by DailyPay in connection with a suspension or termination (other than for a breach of these Terms) of your access to the Client APIs.

To the extent you process Personal Information received from DailyPay under these Terms, you agree that the DailyPay Client API Data Protection Addendum [LINK TO BE PROVIDED] shall govern such processing and is expressly incorporated herein by reference.

H. User Privacy and Consents

You are a Processor, Service Provider, or the equivalent under applicable privacy laws and regulations. You will comply with all applicable privacy laws and regulations, including those applying to Personal Information. Your Application must include your own User agreement and privacy policy. Your User agreement and privacy policy must be prominently identified or located where, or prior to where Users download or access your Application. Your privacy practices must meet applicable legal standards and your privacy policy must clearly and accurately disclose the collection, use, distribution, transfer, storage, sharing (including with third parties and for advertising purposes) and deletion (including information on User-directed requests for deletion) of data. You must not process, as defined under any applicable privacy laws, regulations, or judicial interpretations, in a manner inconsistent with the practices disclosed in the privacy policy. You must promptly notify us of any breaches of your User agreement or privacy policy that impact or may impact Users for which Content has been accessed using the Client APIs. We will use information submitted through the Client APIs in accordance with our Privacy Policy (https://www.dailypay.com/legal/privacy/).

Before a User authenticates their DailyPay account with your Application, you must obtain that User’s legally valid consent, which, at a minimum, shall include (a) how their data will be used and disclosed, (b) when it will be collected, (c) the type of data to be collected, (d) how a User can withdraw their consent, (e) the retention period for the data, and (f) how a User may request deletion of their data. The consent must be freely given in accordance with applicable law and by a statement or a clear, affirmative action. When a User’s User ID or OAuth Access Token expires, you must obtain that User’s consent again in order to be able to collect and store their data in accordance with these Terms. In the event of any material change to the scope of your use or disclosure of Content, you must notify Users of and obtain User consent to, the change in scope to the extent required under applicable law.

I. Brand Features and Attribution

“Brand Features” are defined as the trade names, trademarks, service marks, logos, domain names and other distinctive branding of each party. Except where expressly stated, the Terms do not grant either party any right, title or interest in or to the other party’s Brand Features. All use by you of DailyPay’s Brand Features, including any goodwill associated therewith, will inure to the benefit of DailyPay. You agree to display any attribution required by DailyPay as described in the documentation for the Client APIs.

DailyPay hereby grants you a non-transferable, non-sublicensable, non-assignable, non-exclusive license during the Term to display DailyPay’s Brand Features solely within the Application to identify your use of the Client APIs. In using DailyPay’s Brand Features within the Application, you must only use DailyPay Brand Features in accordance with these Terms and the DailyPay Client API Embedding Guidelines [LINK TO BE PROVIDED] and Powered by DailyPay Usage Guidelines [LINK TO BE PROVIDED]. No license is hereby granted to you to use our Brand Features external to the Application for any reason, including advertising or promotion of the Application. You must submit to DailyPay for prior approval samples of all marketing, advertising or promotional announcements, materials, press releases or blogs, or any other materials external to the Application that include our Brand Features, along with a description of the planned promotional activities. Please submit any such materials to [email protected] and to your Client Success Manager.

You agree not to display our Brand Features (a) in any way that violates applicable law, including laws regarding libel, slander, obscenity and infringement or (b) in any way that is misleading, implies that your Application is approved, created or endorsed by DailyPay (or otherwise embellishing your relationship with DailyPay) or in a way that is otherwise objectionable to DailyPay.

You understand and agree that DailyPay has sole discretion to determine whether your attribution and use of DailyPay’s Brand Features are in accordance with the above requirements and guidelines.

J. Promotional and Marketing Use by DailyPay

You grant us a limited, non-exclusive, non-assignable, non-sublicensable and non-transferable license during the Term to display your Brand Features to promote or advertise your use of the APIs in your Application. Any goodwill in your Brand Features resulting from our use will inure solely to you.

In the course of promoting, marketing or demonstrating the Client APIs you are using and the associated DailyPay products or services, DailyPay may produce and distribute incidental depictions, including screenshots, video or other content from your Application and may use your company name. You grant us all necessary rights for these purposes.

K. Security of the Application

You will comply with industry-standard security measures (including with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, encryption of Personal Information while in transit and at rest (collectively, your "Systems"), and any other technical measures necessary to (1) securely operate your Application and process Content, (2) protect against unauthorized or accidental access, loss, alteration, disclosure or destruction of Content and (3) comply with all applicable data privacy and security laws, regulations and standards. You will also maintain a written process to respond to any vulnerabilities (to be provided to DailyPay upon request), in addition to the reporting requirements described below.

You will suspend a User’s ability to access Content and DailyPay products and services through the Application if you become aware that the relevant User is using any Content or DailyPay products or services in an illegal manner or in violation of the restrictions included in these Terms and the User does not promptly take appropriate measures to remedy the issue.

You must promptly report to DailyPay any security deficiencies, vulnerabilities, intrusions or incidents (each, an “Incident”) that may affect the security of your Systems that you discover or are reported publicly or to you, if such incidents could reasonably be expected to affect the Content or DailyPay products, servicers or users in any way. In the event of any Incident involving the Client APIs or Content, you will make no public statements without prior written and express permission from DailyPay in each instance.

L. Support and Updates

We may provide you with support for the Client APIs in our sole discretion, and we may stop providing support to you at any time without notice or liability to you. We are not obligated to provide any training, support or technical assistance for the Application, the Content or the Client APIs directly to you or to your Users, and you agree to communicate to your Users that you (and not DailyPay) are responsible for any such support.

We may modify or release subsequent versions of the Client APIs in our sole discretion and require that you use those subsequent versions. Unless we release a new version of the Client APIs for security or legal reasons, we will provide you with a reasonable amount of notice (as determined solely by DailyPay) to migrate to subsequent versions of the Client APIs. You acknowledge that once DailyPay releases a subsequent version of a Client API, the prior version of such Client API may stop working at any time or may no longer work in the same manner. Your continued use of the Client APIs following a subsequent release will be deemed your acceptance of the modifications.

M. Costs and Fees

DailyPay currently provides the Client APIs at no cost, but we may charge for access to the Client APIs in the future subject to mutual prior agreement of the parties. Each party will bear its own costs and expenses in performing its obligations under these Terms. You may not charge your Users incremental fees for access to our Content or Client APIs.

N. Availability and Business Continuity

You agree to ensure adequate ongoing availability of the Application(s) to provide a high-quality experience to Users of the Application(s). You will maintain disaster recovery, business resumption, and contingency plans (“Business Continuity Plans”) appropriate for the nature and scope of the Application(s). The Business Continuity Plans will be designed to enable you to promptly resume your provision of the Application(s) in the event of a natural disaster, destruction of your facilities or operations, or interruption in your operations. You will provide a copy of the Business Continuity Plans to DailyPay upon request. You covenant to periodically test the Business Continuity Plans as appropriate for the provision of the Application(s) to the Users of the Application(s).

3. Licenses

A. Client API License

Subject to the limitations set forth herein and conditioned on your compliance with these Terms, DailyPay hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable (except to independent contractors so they may host, develop, test, operate, modify or support your Application in accordance with these Terms), non-assignable license during the Term (a) to use the Client APIs to develop, test, operate and support your Application, (b) to distribute or allow access to your integration of the APIs within your Application to Users of your Application, (c) to display the Content accessed through the APIs within your Application and (d) to access and use DailyPay’s sample code or sample applications for the purposes of integrating the APIs within your Application(s) (subject to any additional terms that apply to such sample code and sample applications). Your license is automatically revoked if: (a) you violate any of the Terms; or (b) we send a written notice of termination to you.

B. Rights Reserved

Except to the limited extent expressly provided in these Terms, as between the parties, we reserve all intellectual rights, title and interest in and to (a) the Client APIs and all elements, components and executables of the Client APIs, (b) the Content, (c) the Developer Documentation, (d) DailyPay products and services and (e) our Brand Features. Subject to the foregoing, your reserve all intellectual property rights, title and interest in and to the Application and your Brand Features. All rights not expressly granted in these Terms are withheld.

C. License to Your Application

For the Term, you grant us a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to (a) use, perform and display your Application and its content for purposes of promoting, demonstrating, answering inquiries related to your Application and verifying compliance with these Terms and (b) sublicense the foregoing rights to DailyPay’s subsidiaries and affiliated companies.

D. Feedback

Either party may from time to time elect, in its sole discretion, to provide suggestions, comments, improvements, ideas or other feedback to the other party related to the other party’s products or services (“Feedback”). Feedback is provided on an “as is” basis with no warranties of any kind, and the receiving party will have a royalty-free, worldwide, sublicensable, transferable, non-exclusive, perpetual and irrevocable right and license to use Feedback. Each party agrees not to provide Feedback that it knows is subject to any intellectual property claim by a third party or any license terms that would require products or services derived from that Feedback to be licensed from, or shared with, any third party.

4. Term and Termination

A. Term

These Terms will be in effect from the date upon which you register an Application and will continue until terminated as set forth below.

B. Termination

You may terminate these Terms by discontinuing your use of our Client APIs, with or without notice. Although we will endeavor to provide you with prior notice, we reserve the right to terminate these Terms with you or discontinue the Client APIs, or any portion or feature thereof, or your access thereto, for any reason and at any time without liability or other obligation to you. These Terms will also terminate if the agreement between the parties pursuant to which DailyPay provides services to you and your employees (the “On-Demand Pay Agreement”) has been terminated or expires.

C. Your Obligations after Termination

Upon any termination of the Terms or discontinuation of your access to a Client API, you will immediately stop using the Client APIs, cease all use of the DailyPay Brand Features and delete any cached or stored Content.

D. Surviving Provisions

When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to Section 5 (Disclaimer of Warranties, Section 6 (Indemnification), Section 7 (Limitation of Liability) and Section 8 (General Provisions).

5. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, DAILYPAY MAKES NO SPECIFIC PROMISES ABOUT THE CLIENT APIS OR RELATED MATERIALS. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIS, THE SPECIFIC FUNCTIONS OF THE CLIENT APIS, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE CLIENT APIS AND RELATED MATERIALS ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OR ANY KIND.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, SUCH AS THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS AND UNDERTAKINGS. WE DO NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE CLIENT APIS ARE FREE OF ERRORS, BUGS OR INTERRUPTIONS, OR THAT THE CONTENT IS ACCURATE, COMPLETE OR OTHERWISE VALID. YOUR USE OF THE CLIENT APIS AND RELATED MATERIALS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEMS THAT RESULTS FROM USE OF THE CLIENT APIS.

6. Indemnification

YOU AGREE TO INDEMNIFY DAILYPAY AND ITS AFFILIATES, AND EACH OF THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, THIRD-PARTY SERVICE PROVIDERS AND SUPPLIERS, AND TO DEFEND AND HOLD EACH OF THEM HARMLESS, FROM ANY AND ALL CLAIMS, ACTIONS, PROCEEDINGS, JUDGMENTS, SETTLEMENTS, LIABILITIES, DAMAGES, FINES, PENALTIES, COSTS, AND FEES (INCLUDING ATTORNEY’S FEES) (COLLECTIVELY, “CLAIMS”) WHICH MAY ARISE FROM OR RELATE TO (1) YOUR APPLICATION OR YOUR USE OF THE CLIENT APIS OR RELATED MATERIALS OR THE CONTENT, (2) YOUR BREACH OF THESE TERMS OR (3) THE VIOLATION OF ANY COPYRIGHT, TRADEMARK, SERVICE MARK, TRADE SECRET OR PATENT BY THE APPLICATION, YOUR FEEDBACK OR YOUR BRAND FEATURES. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO ASSUME THE EXCLUSIVE CONTROL OF THE DEFENSE OF ANY SUCH CLAIM. YOU MAY NOT SETTLE OR COMPROMISE ANY CLAIM AGAINST DAILYPAY WITHOUT DAILYPAY’S PRIOR WRITTEN CONSENT.

7. Limitation of Liability

WHEN PERMITTED BY LAW, NEITHER DAILYPAY NOR ANY OF OUR SUBSIDIARIES OR AFFILIATED COMPANIES OR OUR AND THEIR RESPECTIVE EMPLOYEES, SHAREHOLDERS, OFFICERS OR DIRECTORS WILL BE LIABLE FOR (A) ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE CLIENT APIS OR RELATED MATERIALS OR (B) ANY LIABILITY OR DAMAGES IN EXCESS OF TEN THOUSAND DOLLARS ($10,000). THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER (A) YOUR CLAIM IS BASED ON CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY, (B) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES OR (C) THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE.

8. General Provisions

A. U.S. Government Restricted Rights

The Client APIs are made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access to or use of the Client APIs (including the underlying software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Client APIs (including the underlying software).

B. Governing Law, Jurisdiction and Venue

The law, including the statutes of limitation, of the State of New York will govern these Terms, the interpretation and enforcement of these Terms, and any claim or cause of action (in law or equity), controversy, or dispute arising out of or related to them or their negotiation, execution or performance, whether based on contract, tort, statutory or other law, in each case without giving effect to any conflicts-of-law or other principle requiring the application of the law of any other jurisdiction. In any circumstances in which any action, suit, or proceeding arising under these Terms, or the interpretation, performance, or breach of these Terms, is permitted to be instituted in court, if DailyPay elects, any such action, suit, or proceeding will be instituted and maintained in any federal or state court sitting in the State of New York (“Acceptable Forums”). You agree that the acceptable forums are convenient to you, submit to the jurisdiction of the acceptable forums, and waive any and all objections to personal jurisdiction or venue. Should any such action, suit, or proceeding be initiated in any other forum, you waive any right to oppose any motion or application made by DailyPay to transfer such action, suit, or proceeding to an acceptable forum.

If you are accepting the Terms on behalf of a United States federal government entity, then the following applies instead of the paragraph above: the laws of the United States of America, excluding its conflict of laws provisions, will apply to any disputes arising out of or related to the Terms or the Client APIs. Solely to the extent permitted by United States federal law: (i) the laws of the State of New York (excluding New York’s conflict of laws provisions) will apply in the absence of applicable federal law; and (ii) for all claims arising out of or relating to the Terms or the APIs, the parties consent to personal jurisdiction in, and the exclusive venue of, the courts in New York County, New York.

C. Miscellaneous

You agree that no joint venture, partnership, employment, or agency relationship of any kind exists between you and DailyPay as a result of these Terms or your use of the Client APIs. You may not assign any part of your rights or duties under these Terms without DailyPay’s prior written consent, and any such attempted assignment without DailyPay’s prior written consent is and will be void. No waiver of any duties or rights of either party will be effective unless in writing, executed by the party against whom it is being enforced. If any term of these Terms is held invalid, unenforceable, or a violation of applicable law, then that term will be deemed severable from the remaining terms and in no way affects the validity or enforceability of the remaining terms, and, to the extent not prohibited by applicable law, the invalid, unenforceable, or noncompliant term may be replaced by DailyPay with terms that are valid, enforceable and compliant, and that come closest to expressing the intention of the invalid, unenforceable, or noncompliant term. These Terms are the final, complete, and exclusive agreement of the parties with respect to the subject matter they govern and supersede and merge all prior discussions between the parties with respect to such subject matter; and nothing in the Client APIs should be construed to alter such agreement. You represent that you have had the opportunity to review each and every provision of these Terms and to submit the same to legal counsel of your choice for their review and advice with regard to all aspects of considering, understanding and making a determination to agree to these Terms and use the Client APIs. Based on the foregoing, the rule of construction, if any, that a contract be construed against the drafter shall not apply to interpretation or construction of these Terms. For the avoidance of doubt, in the event of any inconsistency, conflict or ambiguity as to the rights and obligations of the parties under these Terms and any other agreement between you and DailyPay, including the On-Demand Pay Agreement, these Terms shall control and supersede any such inconsistency, conflict or ambiguity with regard to the subject matter hereof. The titles in these Terms are used for convenience only and are not to be considered in construing them.