Participation Agreement

DailyPay Participation Agreement

Last updated: June 26, 2024

Welcome to the DailyPay movement!

Welcome to DailyPay! DailyPay, Inc. (“DailyPay,” “our,” “us” or “we”) provides a platform to employers that enables employees and other service providers to access on-demand pay securely, seamlessly, and compliantly. The DailyPay Solution is a comprehensive suite of pay experience capabilities designed to revolutionize pay processes for employees and employers.

We want you to completely understand what we do, how we do it, and what is required of you. The terms and conditions contained in this agreement (the “Participation Agreement”) form a contract between you and us, and explain the things you should know about using the DailyPay Solution, either through our applications (available online and through your mobile device’s app store, and together are the “DailyPay Apps”) and our related programs and technologies (collectively with the DailyPay Apps, the “DailyPay Solution”). By using the DailyPay Solution, you agree to this Participation Agreement. If you do not agree to this Participation Agreement, you may not use the DailyPay Solution and you must close your account with us.

This Participation Agreement only deals with the DailyPay Solution, it does not govern your access to and use of our website at www.dailypay.ca (the “Website”). If you’d like more information on the Website terms and conditions, you can read them at: Website Terms.

PLEASE READ THIS PARTICIPATION AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.

1. USE OF THE DAILYPAY SOLUTION

A. Use of the DailyPay Solution. The DailyPay Solution may be used only according to this Participation Agreement. You may use the DailyPay Solution only for lawful purposes. DailyPay will not be liable for any loss or damage arising from your failure to comply with this Participation Agreement.

B. Creation of a DailyPay Account. If you wish to use certain parts of the DailyPay Solution, you will need to: (a) establish an account with us (a “DailyPay Account”) by providing us with certain Personal Information (as defined below), including information about your identity (e.g., name and email address) and, in some cases, banking information; and (b) create user access credentials, including a password and other multi-factor authentication credentials, to protect your DailyPay Account. You authorize us to collect such data and other data about you, both directly from you and from your employer or other entity to which you provide services (the “Hiring Entity”).

C. Closing a DailyPay Account. If you wish to close your DailyPay Account, you may do so through the DailyPay Apps by changing your DailyPay Account settings. If you have any difficulty doing so, please contact us through the DailyPay App or at (866) 970-7948. An account closure request will become effective after we carry out the request. An account closure has no effect on your duties to us, all of which survive the closure and the expiration or termination for any reason of this Participation Agreement.

D. Your Representations and Warranties. You represent, warrant, and promise that:

i. If you are an individual, you are the age of majority in your province or territory of residence or if you are less than the age of majority in your province or territory of residence, you have received the necessary consent from a parent or legal guardian to use the DailyPay Solution;

ii. This Participation Agreement constitute a legal and valid contract that is binding on you and enforceable against you as written;

iii. The name you used or verified to establish your DailyPay Account is your legal name, and you have not used any other name with us or with your Hiring Entity;

iv. Any information, materials, data, content, or documents you provide or make available to DailyPay are and will remain true, correct, and complete;

v. You will maintain and update your Personal Information to keep it true, accurate, current, and complete;

vi. You own all right, title, and interest or have obtained the right to all of the intellectual property rights concerning the Personal Information you provide DailyPay, and you have the right to grant DailyPay the rights to collect, use, and disclose your Personal Information in accordance with our Privacy Policy, which is available at https://www.dailypay.ca/legal/privacy/ (the “Privacy Policy”);

vii. You will keep all login details, user accounts, and passwords strictly confidential and secure at all times and will not allow anyone else, other than your authorized agents, to access your DailyPay Account; and

viii. You are and will remain solely liable for the activity that occurs in connection with your DailyPay Account and will notify us immediately if you become aware of any unauthorized access to your DailyPay Account.

E. Restrictions on the Use of the DailyPay Solution. You agree not to use the DailyPay Solution to:

i. modify, distribute, publish, license, create derivative works from, transfer, or sell any information or content contained on the DailyPay Solution.

ii. email or otherwise upload any content that (1) you do not have a right to upload under any law or under contractual or fiduciary relationships, (2) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; or (3) poses or creates a privacy or security risk to any person;

iii. interfere with or disrupt the DailyPay Solution or servers or networks connected to the DailyPay Solution, or disobey any requirements, procedures, policies, or regulations of networks connected to the DailyPay Solution;

iv. violate any applicable local, provincial, national, or international law, or any regulations having the force of law;

v. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;

vi. further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

vii. obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the DailyPay Solution;

viii. circumvent, remove, alter, deactivate, degrade, override, or bypass, or thwart any of the access controls including but not limited to the security features for, content protections in, or geographic restrictions on any content (including DailyPay Information (as defined below)) available on or through the DailyPay Solution, including through the use of virtual private networks;

ix. modify, distribute, publish, license, create derivative works from, transfer, or sell any information or content contained in the DailyPay Solution;

x. disassemble, decrypt, extract, reverse engineer or reverse compile the DailyPay Solution, or otherwise attempt to discover the source code, confidential algorithms or techniques incorporated in the DailyPay Solution;

xi. engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods, except as expressly permitted by DailyPay;

xii. if you are blocked by DailyPay from accessing the DailyPay Solution (including by blocking your IP address), you agree not to implement any measures to circumvent, override, or bypass, such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network); or

xiii. monitor the DailyPay Solution’s availability, performance or functionality for any competitive purpose.

2. DAILYPAY PROGRAM TERMS

A. The DailyPay Program. Part of the DailyPay Solution is our program for budgeting and for accessing your Unpaid Earnings (the “DailyPay Program”), if your Hiring Entity has entered into an agreement with us to provide access to our DailyPay Program to its personnel. In addition to the specific term set out in this Section 2, you will also need to consent to the Authorization Terms listed in Schedule “A” (the “Authorization Terms”), which are hereby incorporated by reference.

B. Definitions. This Section 2 contains specific terms related to your use of the DailyPay Program. The following terms have the following meanings:

i. “Amount Provided” means the amount of the Daily Earnings, minus our transaction fee, if any. Our transaction fee, if any, is netted from the payments to you that we facilitate.

ii. “Bank Account” means any valid bank account or paycard issued in your name by a bank in Canada that is capable of receiving third-party loads and that you elect to link to the DailyPay platform and for which you have provided DailyPay an account and routing number.

iii. “Daily Earnings” means the Unpaid Earnings we make available to you before the Hiring Entity runs payroll.

iv. “DailyPay Routing and Account Number” means an account and routing number (which account and routing number DailyPay may change from time to time) that DailyPay establishes for your participation in the DailyPay Program.

v. “Debit Card” means any valid debit card, prepaid debit card, or paycard issued in your name by a financial institution in Canada that is capable of being processed by third-party service providers for real-time disbursements that you elect to link to the DailyPay platform.

vi. “Destination Account” means your Bank Account or Debit Card that you linked to the DailyPay platform for the purpose of receiving transfers from the DailyPay platform.

vii. “Dispute” means a situation in which the Hiring Entity questions, objects, denies, challenges, or contradicts the quality, quantity, or other aspect of any of your services that are related to the Unpaid Earnings, and is unwilling to pay or claims a right to recover any portion of the Unpaid Earnings.

viii. “Primary Bank Account” means your Bank Account that you instruct DailyPay to use when sending you your pay.

ix. “Unpaid Earnings” means the right to payment for pay owed to you by the Hiring Entity arising out of services you have provided to the Hiring Entity or its customers and any other related rights.

x. “User Content” means, in addition to information that is made available to DailyPay through your use of the DailyPay Program, information about you that you provide DailyPay, including information about your financial, personal, or professional activities.

C. No Cost Functionalities. The DailyPay Program provides you with information and budgeting tools, which you can use for free. The information and tools the DailyPay Program provides can help you monitor the hours you have worked, analyze and predict your net pay, and obtain a better picture of how much money you have earned so you can budget.

D. Accessing your Unpaid Earnings. In addition to the information and budgeting tools described in Section 2(C), you can use the DailyPay Program to access some of the money you have already earned from the Hiring Entity, i.e. your Unpaid Earnings. To do this, you can log into your DailyPay Account and ask us to access some of your Unpaid Earnings. You must link at least one Bank Account to your DailyPay Account and designate one Bank Account as your Primary Bank Account. You may also link a Debit Card to your DailyPay Account. Each time you ask us to access any Unpaid Earnings, you will be prompted to choose a Destination Account for your receipt of the Amount Provided. We may suggest a default Destination Account based on your prior usage of the DailyPay Program. We will also disclose to you how much of your Unpaid Earnings we are able to provide. DailyPay cannot provide retroactive access to Unpaid Earnings that arose before you established your DailyPay Account.

E. Limits. We may establish limits on the amount of the Unpaid Earnings you can access, including limits on the amount of any single request for Unpaid Earnings, and on the total amount of Unpaid Earnings you can request during a single pay cycle.

F. Fees for Accessing your Unpaid Earnings. We will also present you with a choice of at least two delivery options. The fee ranges for each delivery option are disclosed below; the exact fee will be disclosed to you before you are asked to select the delivery option. Certain fees may be waived in connection with use of another DailyPay product. We will not require you to pay any other charges or fees to access your Daily Earnings. All fees are expressed and are payable in Canadian dollars.

You will have an opportunity to accept or decline the transaction terms. When you accept the transaction terms, you give us all right, title, and interest to the related Daily Earnings, and we will send the Amount Provided to your selected Destination Account, so that you can use your money whenever, wherever, and however you wish.

G. Liabilities for Unpaid Earnings.

i. The availability of funds in your Bank Account will depend on the funds availability policy of the financial institution holding your Bank Account, which may limit the availability of such funds, including through use of “cut-off times” by which items must be deposited to be processed on a given day.

ii. We do not assume any liabilities or duties related to any Unpaid Earnings: any such liabilities and duties will remain solely with you. By giving us your right, title, and interest in and to your Daily Earnings, you agree that we can stand in your shoes and receive payment for the Daily Earnings from the Hiring Entity.

iii. Our right to receive your Daily Earnings is not intended to create any debt obligation owed by you to us. This means that, provide you are not in breach of this Participation Agreement and the Hiring Entity pays us an amount that is less than the amount of the Daily Earnings (this might happen if the Hiring Entity is unable to make payments because its business has slowed down in the ordinary course of business), then you will owe us nothing. Under such circumstances, we will have no legal or contractual claim or remedy against you based on our inability to collect the full amount of the Daily Earnings, and we will not engage in debt collection activities against you, place the Daily Earnings as a debt or sell them to a third party, or report you to a consumer reporting agency.

iv. We know that having the right to receive your Daily Earnings has associated risks, and we assume these risks based on the representations, warranties, and promises you make in this Participation Agreement. You agree that the provisions of this Participation Agreement are designed to give us a reasonable and fair opportunity to receive the benefit of our transaction with you.

H. Setting Up with the Hiring Entity. Before you can use the DailyPay Program, you will need to set it up with the Hiring Entity. We will provide you with a designated DailyPay Routing and Account Number for an account that we establish for your participation in the DailyPay Program. You agree to make direct deposit arrangements with the Hiring Entity using your DailyPay Routing and Account Number as the account of record in the Hiring Entity’s payment system. You agree to instruct the Hiring Entity to direct all of your net pay to that account, and you authorize us to convey such instructions to the Hiring Entity on your behalf. This means that when the Hiring Entity runs payroll or pays fees, all of your net pay or fees will be directly deposited in the account bearing the DailyPay Routing and Account Number. We will verify with the Hiring Entity that you work for the Hiring Entity and the amount of your Unpaid Earnings. For each pay period, we will keep any Daily Earnings, and you will receive the rest of your Unpaid Earnings in your Primary Bank Account. In some cases, we may disburse your Unpaid Earnings to a Debit Card.

I. Disputes with the Hiring Entity. You represent, warrant, and promise that all times: The DailyPay Program relies upon information about you that the Hiring Entity provides to DailyPay. Sometimes the Hiring Entity might disagree with you about the amount of Unpaid Earnings you earned or the amount that it owes you. We do not resolve or otherwise become involved in Disputes between you and the Hiring Entity. Instead, resolving such Disputes is your sole responsibility. You must notify us of any Dispute immediately but in no event more than five days of becoming aware of it, and you must work directly with the Hiring Entity to resolve the Dispute. You will provide DailyPay periodic updates, as requested by DailyPay, regarding the status of the Dispute. You must resolve any Dispute related to the Daily Earnings within 30 days of becoming aware of it. If you are unable to resolve a Dispute related to an overpay of the Daily Earnings within 30 days of becoming aware of it, then you must immediately send us payment in the amount of the Amount Provided within three additional days.

J. Changes to your Bank Accounts. You must notify us immediately if the information for any of your Destination Accounts changes. If you do not, your DailyPay Account and your participation in the DailyPay Program, including your payments or Daily Earnings and Unpaid Earnings, could be adversely impacted. We are not liable for any of these adverse impacts, unless you reside in Quebec and an adverse impact was caused by our actions or those of our representatives. We also do not control when the bank providing any of your Destination Accounts posts incoming payments, so there may be delays which are beyond DailyPay’s control and which you may resolve with your bank. You may also change the Destination Accounts we have on file for you by changing your DailyPay Account settings. If you have any difficulty changing your settings, you may contact us through the DailyPay App or at (866) 970-7948. We may use third-party service providers to interact with your Destination Accounts, including obtaining and exercising your authority to manage and initiate debit and credit transactions involving your Destination Accounts. You agree that such transactions are subject to the terms of the third-party service providers. You authorize us and these third-party service providers to interact with your Destination Accounts to the extent necessary to provide you the DailyPay Program.

K. Suspension of Account. We reserve the right, in our sole discretion, to delay, suspend, or terminate your access to your DailyPay Account, your participation in the DailyPay Program, and payments if we believe there has been fraudulent or suspicious activity related to your DailyPay Account, if you have been terminated as an employee or service provider by the Hiring Entity, if we learn that you are expected to receive a payment of Unpaid Earnings directly from the Hiring Entity or someone other than DailyPay, or if you violate or breach any of your agreements with us. If you reside in Quebec, you will be provided with a notice detailing the reason for which your access to your DailyPay Account, your participation in the DailyPay Program, and payments, as the case may be, have been delayed, suspended or terminated.

L. User Content. You may also provide information or content directly to us through the DailyPay Program. You grant and will grant to DailyPay and its affiliated companies a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicenseable, perpetual, irrevocable license to: (A) copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the DailyPay Program; and (B) use your User Content in aggregated and/or anonymized format in connection with (i) the promotion, advertising, or marketing of the DailyPay Program or (ii) other services we provide to our customers and business partners. You represent and warrant that you have the rights to upload, input, or submit the User Content to the DailyPay Program and grant the foregoing license. DailyPay is not obligated to pre-screen or review User Content, but DailyPay reserves the right to do so to ensure your compliance with this Participation Agreement. DailyPay will also have the right (but not the obligation) in its sole discretion to disable access to or delete any User Content that it considers in violation of this Participation Agreement or to be otherwise illegal. DailyPay may share User Content with the Hiring Entity, and any third-party service providers, as well as otherwise described in the Privacy Policy.

M. Rules of the Road. You represent, warrant, and promise that all times:

i. You will take all actions, including the execution of documents requested by us, to preserve and protect our right, title, and interest in and to any Daily Earnings;

ii. You will not take any action or make any omission (including redirecting payments, or placing or allowing placement of a lien or security interest on any Daily Earnings) that has, individually or in the aggregate, an adverse effect on our ability to collect on or retain any Daily Earnings;

iii. You will not use the DailyPay Program to obtain more Unpaid Earnings than you have earned, including receiving payments on the Daily Earnings from both DailyPay and another person for the same work. If you receive a payment on the Daily Earnings from the Hiring Entity or someone other than DailyPay, you must notify us immediately and hold the amount in trust for our benefit;

iv. There are no claims, actions, suits, audits, inquiries, proceedings, or governmental investigations pending or threatened involving you or the transactions contemplated by this Participation Agreement that, if adversely determined, would be reasonably expected to have an adverse effect on our ability to collect on or retain any Daily Earnings; and

v. You hold all legal right, title, and interest to and in the Unpaid Earnings, free and clear of any liens, encumbrances, judgments, or garnishments; and you have not sold, pledged, assigned, or encumbered the Unpaid Earnings to any third party;

vi. The Unpaid Earnings are presently and unconditionally owed and have not been modified, dismissed, settled, or paid; are not currently past due; and represent the amount owed by the Hiring Entity arising solely from your actual and timely provision to the Hiring Entity in the ordinary course of business of lawful services, which you have accurately recorded and described to the Hiring Entity;

vii. The Unpaid Earnings are not subject to any Dispute, claim, garnishment, offset, deduction, discount, defense, or counterclaim of any kind; and

viii. There has been no error, misrepresentation, negligence, fraud, omission, or violation of law on the part of you with respect to the Unpaid Earnings or their underlying services.

N. Resolving Errors: Excessive or Duplicative Amounts. If the following error events occur, you may receive amounts from us in excess of or in duplication of your Daily Earnings or the Amount Provided:

i. We pay you an amount you did not request or more than the Amount Provided due to an operational error;

ii. You directly receive any payment on the Daily Earnings from the Hiring Entity or someone other than DailyPay, or if we learn that you are expected to receive such a payment from the Hiring Entity or someone other than DailyPay; or

iii. You otherwise receive or retain an Amount Provided that was determined with respect to Daily Earnings in excess of those to which you were legally entitled to receive from the Hiring Entity, misdirect funds from DailyPay, or commit any other act (or omit any other act) that is a breach of this Participation Agreement.

If any of these error events occur, we may give you the option to resolve such amounts by:

i. authorizing us to settle such amount against your next paycheck(s),

ii. authorizing us to initiate an account debit from your Bank Account, or

iii. in another manner mutually agreed to by you and us. If none of these options are selected by you, we may default to settling such amount against your next paycheck.

This paragraph is not an authorization to debit your Bank Account, and we will not debit your Bank Account without obtaining your prior written consent. If your Bank Account lacks adequate funds when we attempt to debit it after obtaining such prior written consent, then your financial institution might impose nonsufficient funds, overdraft, or other fees on you. We are not responsible for any fees imposed on you by your financial institution.

If any of these error events occur and are not resolved, or if we reasonably and in good faith believe that you breached this Participation Agreement, have defrauded or intend to defraud us, we may delay, suspend, or terminate your access to your DailyPay Account, your participation in the DailyPay Program, and payments, and we may pursue any other remedy permitted by law or equity, which will be cumulative. If you reside in Quebec, you will be provided with a notice detailing the reason for which your access to your DailyPay Account, your participation in the DailyPay Program, and payments, as the case may be, have been delayed, suspended or terminated.

3. PERSONAL INFORMATION AND SECURITY

A. Collection, Use, and Disclosure of Personal Information. Our Privacy Policy explains how we collect, use, and disclosure Personal Information in further detail. “Personal Information” means information about an identifiable individual, and also includes any information that may be used, either alone or in combination with other information, to personally identify an individual, including a first and last name, a personal profile, an email address, mobile phone number, a home or other physical address, or other contact information. We reserve the right, in our sole discretion, to refuse to approve a DailyPay Account and to modify, delay, suspend, or terminate access to any DailyPay Account and/or all or any part of the DailyPay Solution.

B. Personal Information and the DailyPay Program. The DailyPay Program relies upon receiving information from you and from the Hiring Entity about you. When you sign up for the DailyPay Program, you agree to provide or that the Hiring Entity can provide the following Personal Information with us:

i. Your name;

ii. Your employee identification number, if applicable;

iii. Your contact information (including your email and your phone number);

iv. Your earnings and timecard information, if applicable;

v. Your gross and net pay;

vi. Your Bank Account or Debit Card information (for purposes of facilitating payments);

vii. Information we may need to comply with our contractual and regulatory obligations, such as anti-money laundering and ‘know-your-client’ obligations; and

viii. Any other related data shared by the Hiring Entity.

C. Disclosure of Personal Information. DailyPay only requests information from the Hiring Entity that is required to provide the DailyPay Program, and such information is not shared outside of DailyPay, other than with regulators, the Hiring Entity, to DailyPay’s service providers as necessary to provide the DailyPay Program, and as otherwise required by law.

D. Closing the DailyPay Account. If your DailyPay Account is closed, you authorize us to inform the Hiring Entity and to provide the Hiring Entity for payment purposes the Primary Bank Account and related information we have on file for you. You consent to your pay being sent to the Primary Bank Account we have on file for you after your DailyPay Account is closed unless you specify otherwise.

E. Usage Data. You hereby authorize DailyPay and its third-party vendors, service providers, and contractors to derive statistical and usage data relating to your use of the DailyPay Solution (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

4. DISCLAIMER

A. DailyPay Information. All information, content, materials, illustrations, product layout and design, icons, navigational buttons, images, artwork, graphics, photography, text, data, audio sound, software, and the like, as well as the selection, assembly, and arrangement of these items on the DailyPay Solution (together, “DailyPay Information”) is subject to change or removal without notice. DailyPay may make changes to the products, services, features, and functionality available through the DailyPay Solution without notice. Without our prior written consent, you may not use the DailyPay Information for any commercial purpose, including distribution, resale, or display.

B. Information Only. The DailyPay Information is provided only for general information purposes. DailyPay does not operate as a lender, a broker, or an accounting, financial, or investment planner or advisor. We do not provide financial, business, accounting, securities, tax, legal, or professional advice of any kind. Your use of the DailyPay Solution is at your sole discretion and risk.

C. NO WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, DAILYPAY ASSUMES NO RESPONSIBILITY AND MAKES NO WARRANTY FOR OR CONDITION RELATED TO THE ACCURACY OR COMPLETENESS OF THE DAILYPAY SOLUTION, THE DAILYPAY INFORMATION, OR OTHER DAILYPAY SOLUTION, PRODUCTS, FEATURES, OR FUNCTIONALITY OF THE DAILYPAY SOLUTION, AND DAILYPAY MAKES NO COMMITMENT TO UPDATE THEM. THE DAILYPAY INFORMATION AND THE DAILYPAY SOLUTION ARE FURNISHED “AS IS,” “AT YOUR OWN RISK,” AND “AS AVAILABLE.” ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY FOR MERCHANTABLE QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED. FURTHER, DAILYPAY DOES NOT WARRANT THE QUALITY OF ANY PRODUCTS, DAILYPAY SOLUTION, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE DAILYPAY SOLUTION WILL MEET YOUR EXPECTATIONS OR THAT THE DAILYPAY SOLUTION (AND ANY SERVER THAT MAKES THE DAILYPAY SOLUTION AVAILABLE) WILL BE UNINTERRUPTED OR FREE OF ERRORS, VIRUSES, OR BUGS.

IF YOU RESIDE IN QUEBEC, THE FOREGOING DOES NOT LIBERATE DAILYPAY FROM THE CONSEQUENCES OF ITS ACTIONS OR THOSE OF ITS REPRESENTATIVES.

D. Disruptions. To the extent permitted by applicable law, DailyPay is not liable for any disruption to the DailyPay Solution and is not liable for losses related to your inability to use them for any reason. If you reside in Quebec, the foregoing does not liberate DailyPay from the consequences of its actions or those of its representatives.

E. Security. We maintain physical, administrative, and technical safeguards reasonably designed to protect the DailyPay Information, DailyPay Solution, our systems, and your Personal Information. We make no guarantee that our DailyPay Information, DailyPay Solution, systems, your Personal Information, or any related data transmissions are absolutely secure.

F. Force Majeure. DailyPay is excused from performing any duties under this Participation Agreement which are prevented or interfered with by conditions beyond DailyPay’s reasonable control.

5. LIMITATION OF LIABILITY AND LIABILITY CAP

A. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, DAILYPAY AND ITS AFFILIATES, AND EACH OF THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, THIRD-PARTY SERVICE PROVIDERS, SUPPLIERS, AND THIRD PARTIES MENTIONED ON THE DAILYPAY SOLUTION, ARE NOT LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES WHATSOEVER (INCLUDING THOSE RESULTING FROM LOST PROFITS, LOST SAVINGS, LOST DATA, BUSINESS INTERRUPTION, OR OTHER SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES) ARISING OUT OF OR RELATING TO:

I. THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE DAILYPAY INFORMATION, DAILYPAY SOLUTION, OR ANY WEBSITES OR OTHER CONTENT LINKED TO THE DAILYPAY SOLUTION;

II. ANY DAILYPAY INFORMATION, MATERIALS, PRODUCTS, DAILYPAY SOLUTION, FEATURES, AND FUNCTIONALITY AVAILABLE, THROUGH THE DAILYPAY SOLUTION, RELATED TO THE DAILYPAY SOLUTION, OR CONTAINED ON ANY SUCH WEBSITES OR OTHER CONTENT LINKED TO THE DAILYPAY SOLUTION; OR

III. THIS PARTICIPATION AGREEMENT, THE WEBSITE TERMS OF SERVICE, OR ANY ACTS OR OMISSIONS UNDER OR IN FURTHERANCE OF THIS PARTICIPATION AGREEMENT (EXCEPT FOR WILLFUL MISCONDUCT), WHETHER BASED ON WARRANTY, CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT, OR ANY OTHER LEGAL THEORY AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

IF YOU RESIDE IN QUEBEC, THE FOREGOING DOES NOT LIBERATE DAILYPAY FROM THE CONSEQUENCES OF ITS ACTIONS OR THOSE OF ITS REPRESENTATIVES.

B. DATA AND SIMILAR COSTS. IF YOUR USE OF THE DAILYPAY INFORMATION, THE DAILYPAY SOLUTION, OR ANY WEBSITES OR OTHER CONTENT LINKED TO THE DAILYPAY SOLUTION RESULTS IN THE NEED FOR SERVICING, REPAIR, OR CORRECTION OF EQUIPMENT OR DATA, YOU ARE LIABLE FOR ALL RELATED COSTS.

C. LIABILITY CAP. IN NO EVENT WILL DAILYPAY OR ANY OF ITS AFFILIATES, OR EACH OF THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, THIRD-PARTY SERVICE PROVIDERS, SUPPLIERS, AND THIRD PARTIES MENTIONED ON THE DAILYPAY SOLUTION BE LIABLE TO YOU FOR ANY DAMAGES THAT EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO DAILYPAY FOR USING ANY OF THE DAILYPAY SOLUTION DURING THE MONTH PRIOR TO YOU BRINGING THE CLAIM. IF YOU RESIDE IN QUEBEC, THE FOREGOING DOES NOT LIBERATE DAILYPAY FROM THE CONSEQUENCES OF ITS ACTIONS OR THOSE OF ITS REPRESENTATIVES.

D. EXCEPTIONS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THIS PARTICIPATION AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE DAILYPAY SOLUTION. IF YOU RESIDE IN QUEBEC, THE FOREGOING DOES NOT LIBERATE DAILYPAY FROM THE CONSEQUENCES OF ITS ACTIONS OR THOSE OF ITS REPRESENTATIVES.

6. LINKS TO THIRD-PARTY WEBSITES; THIRD-PARTY SOFTWARE PRODUCTS

A. Links to Third Party Products and Services. Links in the DailyPay Solution to third-party websites or software products are provided as a convenience to you. If you use these links or software products, you might leave the DailyPay Solution. Some of the third parties’ software products may require you to have, and actually be signed into, an active user account for such third-party software products.

B. No Losses or Damages. DailyPay has not reviewed these third-party websites, applications, or software products; does not control them; is not liable for any errors or omissions or their content; and does not endorse or make any representations, warranties, or promises about them, or any information, software products, or other products or materials found on them, or any results that may be obtained from using them. You use third-party websites, applications, or software products linked to the DailyPay Solution at your own risk and agree that we have no liability for any loss or damage of any kind incurred as a result of such use.

7. MOBILE DAILYPAY SOLUTION

A. The Mobile DailyPay Solution. The DailyPay Solution include certain services that are available via a mobile device, including (a) the ability to upload content to the DailyPay Solution via a mobile device, (b) the ability to browse certain DailyPay Solution from a mobile device, and (c) the ability to access certain features and content through DailyPay Apps (collectively, the “Mobile DailyPay Solution”). To the extent you access the DailyPay Solution through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile DailyPay Solution may be prohibited or restricted by your carrier, and not all Mobile DailyPay Solution may work with all carriers or devices. In the event you change or deactivate your mobile telephone number, you agree to promptly update your DailyPay Account information to ensure that your messages are not sent to the person that acquires your old number.

B. License. Subject to this Participation Agreement, DailyPay hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the DailyPay App on one mobile device and (b) use the DailyPay App for your own personal use solely to access and use the DailyPay Solution. For clarity, the foregoing is not intended to prohibit you from installing the DailyPay App on another device on which you also have agreed to this Participation Agreement. Each instance of this Participation Agreement that you agree to in connection with downloading a DailyPay App grants you the aforementioned rights in connection with the installation and use of the DailyPay App on such one device.

C. Open-Source Software. The software underlying the DailyPay Solution may contain or be provided together with open source software. Each item of open source software is subject to its own license terms. If required by any license for particular open source software, DailyPay makes such open source software, and DailyPay’s modifications to that open source software (if any), available by written request to legal@dailypay.com. Copyrights to the open source software are held by the respective copyright holders indicated therein.

8. THIRD-PARTY DISTRIBUTION CHANNELS

A. Distribution Channels. Our software applications may be made available to you through the Apple Inc. (“Apple”) App Store, Google Play Store, or other distribution channels (each, a “Distribution Channel”). If you obtain a software application through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. This Participation Agreement are between only you and us, and not with a Distribution Channel. If you utilize any other third-party products or services in connection with your use of our DailyPay Solution, you agree to comply with all applicable terms of any agreement for such third-party products or services.

B. Apple-Enabled Software. The following additional terms and conditions apply to DailyPay Apps made available for your use with an Apple-branded product (“Apple-Enabled Software”):

i. DailyPay and you acknowledge that this Participation Agreement are between only DailyPay and you, and not with Apple; and that, as between DailyPay and Apple, DailyPay, not Apple, is solely responsible for the Apple-Enabled Software and its content.

ii. You may not use the Apple-Enabled Software in any way that violates, is inconsistent with, or conflicts with Apple Media DailyPay Solution Terms and Conditions.

iii. Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the Apple Media DailyPay Solution Terms and Conditions, except that such Apple-Enabled Software may be accessed and used by other accounts associated with the purchaser via Apple’s Family Sharing or volume purchasing programs.

iv. Apple has no obligation to provide any support or maintenance services with respect to the Apple-Enabled Software.

v. Apple is not responsible for any product warranties, whether express or implied by law. If any Apple-Enabled Software fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any such failure to conform to any warranty, which will be DailyPay’s sole responsibility, to the extent it cannot be disclaimed under applicable law.

vi. DailyPay and you acknowledge that DailyPay, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession or use of that Apple-Enabled Software, including: (A) product liability claims; (B) claims that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (C) claims arising under consumer protection, privacy, or similar legislation.

vii. If a third-party claims that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between DailyPay and Apple, DailyPay, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

viii. You represent and warrant that: (A) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (B) you are not listed on any U.S. Government list of prohibited or restricted parties.

ix. If you have any questions, complaints, or claims with respect to the Apple-Enabled Software, they should be directed to DailyPay as follows:

DailyPay Legal Department 55 Water Street, 42nd Floor New York, New York 10041

x. You must comply with applicable third-party terms of agreement when using the Apple-Enabled Software (e.g., your wireless data service agreement).

xi. DailyPay and you acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of this Participation Agreement with respect to the Apple-Enabled Software, and that, upon your acceptance of this Participation Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Participation Agreement against you with respect to the Apple-Enabled Software as a third-party beneficiary.

C. Google-Soured Software. The following additional terms and conditions apply to any DailyPay App you download from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that this Participation Agreement are between you and DailyPay only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) DailyPay, and not Google, is solely responsible for DailyPay’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or this Participation Agreement; and (f) you acknowledge and agree that Google is a third-party beneficiary to this Participation Agreement as it relates to DailyPay’s Google-Sourced Software.

9. INTELLECTUAL PROPERTY

A. DailyPay Intellectual Property. The DailyPay Information, DailyPay Solution, the DailyPay name, marks and logos, and all other technology, software, information, and intellectual property underlying, referenced on or related to the DailyPay Solution are owned by DailyPay or licensed to DailyPay by third parties and are protected by patent, copyright, trademark, trade secret, and other proprietary rights and laws. All other applicable ownership rights are reserved, and you will abide by all laws applicable to them. By making the DailyPay Information and DailyPay Solution available, DailyPay does not grant any licenses to or transfer any right, interest, or title in any intellectual property rights to you or any other person. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, decompile, disassemble, decipher, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the software underlying the DailyPay Solution (including the DailyPay Apps) or distributed in connection therewith. Any rights not expressly granted herein are reserved by DailyPay.

B. Submission. Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the DailyPay Solution (“Submissions”), provided by you to DailyPay are non-confidential and DailyPay will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

9. INDEMNIFICATION

YOU AGREE TO INDEMNIFY DAILYPAY AND ITS AFFILIATES, AND EACH OF THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, 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 LEGAL FEES) (COLLECTIVELY, “CLAIMS”) WHICH MAY ARISE FROM OR RELATE TO YOUR USE OF THE DAILYPAY INFORMATION OR DAILYPAY SOLUTION; USE OF YOUR DAILYPAY ACCOUNT; OR FROM YOUR BREACH OF THIS PARTICIPATION AGREEMENT OR ANY ADDITIONAL TERMS. 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.

10. GOVERNING LAW AND CHANGES TO THIS PARTICIPATION AGREEMENT

A. Governing Law for Residents outside of Quebec. For residents outside of Quebec, this Participation Agreement is governed by and will be construed in accordance with the laws of the provide or territory where you reside and the laws of Canada applicable therein. The parties each hereby attorn to the jurisdiction of the courts of such province or territory. To the extent permitted by applicable law, each party hereby waives the right to trial by jury of any such suit, action or proceeding. This choice of jurisdiction does not prevent DailyPay from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

B. Governing Law for Quebec Residents. For Quebec residents, this Participation Agreement is governed by and will be construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein. The parties each hereby attorn to the jurisdiction of the courts of Quebec.

C. Changes to this Participation Agreement for Residents outside of Quebec. For residents outside Québec, in our sole discretion, we may change any of the terms and conditions set out in this Participation Agreement from time to time upon advance notice to you, unless we are not required to provide advance notice under applicable law. Any change to this Participation Agreement applies to both your outstanding and future obligations. For greater certainty, DailyPay may amend or modify any section or term of this Participation Agreement. You may terminate your use of the DailyPay Solution and your acceptance of this Participation Agreement if we change them and you do not wish to accept the changes. You shall be deemed to have accepted such amendments or modifications if the DailyPay Solution is used or any obligation remains unpaid after the effective date of such notice.

D. Changes to this Participation Agreement for Residents in Quebec. For residents of Québec: We may change any of the terms and conditions set out in this Participation Agreement from time to time upon advance written notice sent to you at least 30 days before the change comes into force and setting out: (i) exclusively the new section, or the amended section and the section as it read formerly; (ii) the date of the coming into force of the amendment; and (iii) your right to refuse the amendment and cancel this Participation Agreement without cost, penalty or cancellation indemnity by sending us a notice to that effect no later than 30 days after the amendment comes into force, if the amendment entails an increase in your obligations or a reduction in ours, as and where required by law.

E. Changes to all Sections. For greater certainty, we may amend or modify any section or term of this Participation Agreement under the following headings and any headings added to this Participation Agreement in the future: Section 1 (Use of the DailyPay Solution), Section 2 (DailyPay Program Terms); Section 3 (Personal Information and Security), 4 (Disclaimer), Section 5 (Limitation of Liability and Liability Cap), Section 6 (Third Party Websites), Section 7 (Mobile DailyPay Solution), Section 8 (Third Party Distribution Channels), Section 9 (Indemnification) Section 10 (Governing Law and Changes), Section 11 (Miscellaneous), Section 12 (Agreement to do Business Electronically), and Schedule A (Authorization Terms).

11. MISCELLANEOUS

A. Export Control. You agree that you will comply with all export laws and regulations that may apply to its access to or use of the DailyPay Solution. DailyPay makes no representation or warranty that the DailyPay Solution may be exported without you first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.

B. Independent Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between you and DailyPay as a result of this Participation Agreement or your use of the DailyPay Solution.

C. Assignment. You may not assign any part of your rights or duties under this Participation Agreement without DailyPay’s prior written consent, and any such attempted assignment without DailyPay’s prior written consent is and will be void.

D. Waiver. 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 this Participation Agreement (including a payment or economic term) 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 by terms that are valid, enforceable and compliant, and that come closest to expressing the intention of the invalid, unenforceable, or noncompliant term.

E. Entire Agreement. This Participation Agreement and the Authorization 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 on the DailyPay Solution should be construed to alter such agreement. The titles in this Participation Agreement are used for convenience only and are not to be considered in construing them.

F. Currency. All references to currency in this Participation Agreement, including “dollars” or “$” shall be to the Canadian Dollar.

G. Language. The French version of this Participation Agreement is available here: www.dailypay.ca/fr-ca/. La version française du présent contrat est disponible ici: www.dailypay.com/fr-ca/.

H. Counterparts. This Participation Agreement may be signed in counterparts and delivered in person or by email, each of which when delivered shall be deemed to be an original and all of which together shall constitute one original document.

12. AGREEMENT TO DO BUSINESS ELECTRONICALLY AND HOW TO PROVIDE NOTICE

A. Consent to Electronic Business. You agree to conduct business with us electronically, including the execution of this Participation Agreement and the Authorization Terms, all of which may be executed by electronic signature, including an electronic sound, symbol, or process, attached to or logically associated with the terms or agreement.

B. Notices. You agree that we may provide you notices, disclosures, electronic records, and other communications by email, by posting in your DailyPay Account, by SMS message (including text message), by regular mail, or any other method. You may provide us notice through the DailyPay Solution.

C. Changes to Contact Details. We will use the contact information we have on file for you to notify you, and it is your responsibility to notify us immediately of any changes to your contact information. If you wish to update your contact information, you may do so through the DailyPay Solution by changing your DailyPay Account settings. If you have any difficulty doing so, you may contact us through the DailyPay App or at (866) 970-7948.

D. Consent to be Contacted. You consent to be contacted by us or our representatives at any telephone number or electronic address you provide or at which you may be reached. You consent to receive SMS messages, calls, and messages (including pre-recorded, artificial voice, and autodialed or automatically texted) from us or our representatives at the numbers you have provided to us, or numbers we can reasonably associate with you (through skip trace, caller ID capture, or other means), with information or questions relating to you or the DailyPay Solution. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that a representative calls, he or she may also leave a message on your answering machine or voicemail, or send a message by text. Calls may be recorded.

E. How to Unsubscribe. To unsubscribe from text messages, reply STOP to any text message you receive from us. If you unsubscribe, we may restrict or terminate your access to the DailyPay Solution. You consent that following a request to unsubscribe from text messages, you may receive one final text message from us confirming your request and/or providing an alternative to access your DailyPay Account.

F. Push Alerts. You also agree to receive alerts about your activity, balances, payments, suspicious activities, and other matters involving your use of the DailyPay Solution through push notifications to your smartphone or other device. Receipt of push notifications may be delayed or prevented by factors beyond our control, including those affecting your internet/phone provider. We are not liable for losses or damages arising from non-delivery, delayed delivery, or the erroneous delivery of any push notification; inaccurate push notification content; or your use or reliance on the content of any push notification for any purposes. Each push notification may not be encrypted, and may include your name and information pertaining to your DailyPay Account or use of the DailyPay Solution. We may terminate your use of push notifications without notice. You may choose to discontinue receiving push notifications by updating your preferences on your smartphone or other device. You acknowledge and agree that standard call, message, and data rates charged by your carrier apply to all communications by or with us and are your liability.

G. Electronic Records. You agree that all agreements, notices, disclosures, and other communications that we provide or make available to you electronically or post on the DailyPay Solution satisfy any legal requirement that a communication be in writing, if such a requirement is applicable, and you waive any rights you may have to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited by law.

H. Paper Copies. To request paper copies of any electronic communications, please send an email to: legal@dailypay.com. We may charge you for the shipping costs we incur for providing paper copies.

I. Withdrawing Consent. You may withdraw your consent to receiving electronic communications at any time by contacting us through the DailyPay App or at (866) 970-7948. If you withdraw your consent to receiving electronic communications, the legal effectiveness, validity, and enforceability of all agreed to terms and conditions and any prior communications will remain in effect. Any withdrawal of consent to receiving electronic communications will be effective only after we have a reasonable period of time to process your withdrawal request. If you withdraw your consent to receive electronic communications, we may immediately delay, suspend, or terminate your access to and participation in your DailyPay Account and the DailyPay Solution.

Schedule A: POP UP AUTHORIZATION TERMS FOR THE DAILYPAY PROGRAM

These Authorization Terms (“Authorization Terms”) are between you and DailyPay, Inc. (“DailyPay,” “our” “us” or “we”) and your agreement is required as a condition of your use of theDailyPay Program to access the money you have already earned. If you would like to consult these terms in French, change the language settings in your DailyPay App. Si vous souhaitez consulterces modalités en français, veuillez modifier les paramètres de langue dans votre application DailyPay.

You agree as follows:

1. You have reviewed and will comply with the DailyPay Participation Agreement (“Participation Agreement”), which is hereby incorporated by reference. Terms not defined in these Authorization Terms have the meaning set out in the Participation Agreement.

2. You wish to participate in the DailyPay Program to access, or have the ability to access, your Unpaid Earnings.

3. The information you provide to us (including as set out in the Bank Accounts and Debit Cards screens in the DailyPay Apps) is true and correct. You will update such information from time to time to ensure it at all times remains true and correct. You understand that DailyPay relies on the information you have provided in order to administer the DailyPay Program.

4. You may from time-to-time request that DailyPay make available to you some of your Unpaid Earnings, and that such requests will be made using the Transfer screens in the DailyPay Website or the DailyPay Apps and subject to the transaction terms set out therein (including the applicable fees). You assign your right, title and interest in and to any Daily Earnings (i.e. the Unpaid Earnings we make available to you) to DailyPay.

5. You authorize and hereby direct the Hiring Entity to deduct, from all of your wages in each pay period, the full value of your net wages for the purposes set out herein. These are your Unpaid Earnings, as set out in the Participation Agreement. In this regard, you further agree that:

a. you authorize and direct the Hiring Entity to remit the Unpaid Earnings directly to DailyPay on the Hiring Entity’s regular pay date(s);

b. DailyPay will pay to your Primary Bank Account the amount of Unpaid Earnings received from the Hiring Entity, less the value of any Daily Earnings you have already received from DailyPay and associated transfer fees, if any, on the regular pay date(s) set by the Hiring Entity; and

c. you hereby direct DailyPay to make direct deposit arrangements with the Hiring Entity using your DailyPay Routing and Account Number as the account of record in the Hiring Entity’s payment/payroll system in order to facilitate the arrangements set out above.