Welcome to the Paid Keeper Program!

2. You Can Also Use the Paid Keeper Program to Access Your Unpaid Earnings, for a Transaction Fee.

In addition to the information and budgeting tools described in Section 1, you can use the Paid Keeper Program to access, for a transaction fee, some or all of the money you have already earned (i.e., your Unpaid Earnings).

Here is how this feature works:

From time to time, you may log into your Paid Keeper account and ask us to access some or all of your Unpaid Earnings. You must link the bank you have on file with your agency, the same bank your agency sends your direct deposit to, to your Paid Keeper account, and each time you ask us to access any Unpaid Earnings, we will ask you to confirm your linked bank account for your receipt of payments. We will also tell you how much of your Unpaid Earnings we are willing to provide, and we will disclose our transaction fee to you. 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 linked bank account, so that you can use your money whenever, wherever, and however you wish. When you accept the transaction terms, we will disclose to you the date when Paid Keeper will deduct the Amount Provided from your linked bank account. We will recoup the Amount Provided from your linked bank account once your employer processes your Daily Earnings. The transaction fee will be charged at the time we send you the Amount Provided, unless indicated otherwise and can be added on the date of the withdrawal from your bank account. The transaction fee will be charged from the Benefit Card provided unless otherwise indicated.

Our right to retrieve your Daily Earnings is non‐recourse. This means that if your employer pays you an amount that is less than the amount of the Daily Earnings—for example, if your employer is unable to make payroll because its business has slowed down or closed in the ordinary course of business—and if you have not breached these Program Terms, then you will owe us nothing.

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 these Program Terms. You agree that the provisions of these Program Terms are designed to give us a reasonable and fair opportunity to receive the benefit of our transaction with you.

Before you can use the feature described in this Section 2, you will need to confirm with your employer that Paid Keeper is part of your employer’s Employee Benefit Package. Paid Keeper must be contracted with your employer to verify employment and confirm that you are setup with Direct Deposit.

Paid Keeper will deduct your personal account for the full amount of the transaction on payday. Paid Keeper will automatically wire the total transaction amount from your bank account set up to receive your employer’s direct deposit to fully repay the payday loan. You must notify us immediately if your bank account information changes. If you do not, your Paid Keeper account and your participation in the Paid Keeper Program, including your payments or Daily Earnings and Unpaid Earnings, could be adversely impacted. We are not liable for any of these adverse impacts. We also do not control when your bank posts incoming payments to your bank account, so there may be delays which are beyond Paid Keeper’s control and which you may resolve with your bank. You may also change the bank account we have on file for you through the Site by changing your Paid Keeper account settings. If you have any difficulty changing your settings, you may email us a request for assistance at: support@Paidkeeper.com.

We may use third‐party service providers to interact with your bank account, including obtaining and exercising your authority to manage and initiate debit and credit transactions involving your bank account. You authorize us and these third‐party service providers to interact with your bank account to the extent necessary to provide you the Paid Keeper Program.

We reserve the right, in our sole discretion, to delay, suspend, or terminate your access to your Paid Keeper account, your participation in the Paid Keeper Program, and payments if we believe there has been fraudulent or suspicious activity related to your Paid Keeper account.

3. You Consent to Your Employer Sharing Employment Data with Us and Receiving Data from Us.

The Paid Keeper Program relies upon information from your employer about you. You consent to your employer sharing employment data required for us to provide the Paid Keeper Program. This includes:

Your name;
Your employee identification number;
Your contact information (including your email and your mobile phone number);
Your earnings and timecard information;
Your gross and net pay;
Your bank account information (for purposes of facilitating payments); and
Any other related data shared by your employer.

Paid Keeper only requests information from your employer that is required to provide the Paid Keeper Program, and such information is not shared outside of Paid Keeper, other than with regulators, your employer, and Paid Keeper’s service providers that are necessary to provide the Paid Keeper Program.

Paid Keeper cannot provide retroactive access to Unpaid Earnings that arose before you established your Paid Keeper account.

You may also provide information or content directly to us through the Paid Keeper Program. You grant and will grant to Paid Keeper 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 Paid Keeper Program; and (B) use your User Content in aggregated and/or anonymized format in connection with (i) the promotion, advertising, or marketing of the Paid Keeper 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 Paid Keeper Program and grant the foregoing license. Paid Keeper is not obligated to prescreen or review User Content, but Paid Keeper reserves the right to do so to ensure your compliance with these Program Terms. Paid Keeper 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 to violate these Program Terms or be otherwise illegal. Paid Keeper may share User Content with your employer, and any third‐party service providers, as well as otherwise described in the Privacy Policy.

4. Rules of the Road

You promise us that:

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;

You will not switch bank accounts in the Paid Keeper App, unless you switched bank accounts with your agency. You agree that if you provide a different bank account to your agency and have your agency send your wages to the new bank account, that you will immediately log into the Paid Keeper app and update your bank account to the new one you provided to your agency.

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; and you will not use the Paid Keeper Program to obtain more Unpaid Earnings than you have earned, including receiving payments on the Daily Earnings from both Paid Keeper and another person for the same work. If you receive a payment on the Daily Earnings from your employer or someone other than Paid Keeper, you must notify us immediately and hold the amount in trust for our benefit, or if we otherwise learn that you are expected to receive such a payment from your employer or someone other than Paid Keeper, and in either case we may debit your linked bank account in the amount of the Daily earnings, as provided in Section 7, or otherwise provide remittance instructions to you.

5. You Make Certain Representations and Warranties to Us

You represent and warrant to us on a continuing basis that:

These Program Terms constitute a legal and valid contract that is binding on you and enforceable against you as written;

The execution, delivery, and performance of these Program Terms by you does not violate any law or the provisions of any agreement to which you are bound;

There are no claims, actions, suits, audits, inquiries, proceedings, or governmental investigations pending or threatened involving you or the transactions contemplated by these Program Terms 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

You have not used any name with us or with your employer other than the name you used or verified to establish your Paid Keeper account.

And each time you ask us to access any of your Unpaid Earnings, you also represent and warrant to Paid Keeper that at the time of your request:

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;

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

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

6. You Are Responsible for All Disputes between You and Your Employer

The Paid Keeper Program relies upon information from your employer about you. Sometimes your employer 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 your employer. 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 your employer to resolve the Dispute. A Dispute is resolved when your employer pays the full amount of the disputed Daily Earnings. You will provide Paid Keeper periodic updates, as requested by Paid Keeper, 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 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 but in no event more than three additional days. If we learn that you did not send us payment pursuant to this paragraph, we may debit your linked bank account as provided in Section 7.

7. We May Debit Your Linked Bank Account to Retrieve Daily Earnings, Correct Errors, Fraud, and Other Breaches of these Program Terms

You authorize us to initiate an ACH account debit from your linked bank account in the amount specified below whenever any of the following events occur:

To collect the Amount Provided on payday.

If you debited your Daily Earnings from your linked account prior to us retrieving the Amount Provided.

If we pay you an amount you did not request or more than the Amount Provided due to an operational error, then the difference up to the amount of the error; or

If 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 your employer, misdirect funds from Paid Keeper, or commit any other act (or omit any other act) that is a breach the representations, warranties, or promises of Sections 4, 5, or 6 (including if you are unable to resolve a Dispute related to the Daily Earnings and did not send us payment), then up to the Amount Provided.

In a case, for any reason, our ACH withdrawal/payback fails, either due to an overdraft, insufficient funds, declined authorizations, or a chargeback, Paid Keeper reserves the right to charge you the user a fee of $35 for each declined transaction.

When we debit your linked bank account, we will notify you at least one business day before we debit your account; provided, if we reasonably and in good faith believe that you have defrauded or intend to defraud us, we may notify you contemporaneously with the debit transaction. In addition to exercising

the ACH account debit authority you provide us in this Section 7, we retain the right to pursue any other remedy permitted by law or equity.

In addition; Paid Keeper has set up certain limitations to the amount of funds you can take out through the Paid Keeper app. The maximum amount Paid Keeper allows you to cash out early through the app is up to the amount Paid Keeper expects you to be paid by your agency on your next scheduled payday, minus expected taxes. There can be other limits as well, such as the number of dollars or transactions per day or week.

In a case of a system error, and you pulled out more than any of these limitations, Paid Keeper reserves the right to pull the funds earlier than the “Pay-Back” date that the app shows. By using the app, you are agreeing that Paid Keeper can pull back the above-thelimit funds as early as Paid Keeper decides, and can pursue

8. We Have the Right of Setoff

We have the right of setoff, and we may offset against any outstanding or uncollected amounts owed to us by you from any amounts we would otherwise be obligated to furnish to you or any amounts we might otherwise owe you under these Program Terms or any other agreement. If we decide to exercise our right of setoff, we will notify you at least seven days before we exercise it. In addition to exercising our right of setoff, we retain the right to pursue any other remedy permitted by law or equity.

9. Marketing Opt-In

Signing up with the Paid Keeper program will serve as an opt-in to receive our marketing communications (including via text, email, phone and social media), and You may elect to opt-out from receiving our marketing materials by contacting us.

10. Definitions Used in These Program Terms

The following terms used in these Program Terms have the following meanings:

“Amount Provided” means the amount of the Daily Earnings, minus our transaction fee. Our transaction fee is processed separately.

“Benefit Card” means the card you received from your employer as part of the employee benefits Programs. “Daily Earnings” means the Unpaid Earnings we have agreed to make available to you before your employer runs payroll for a specified transaction fee.

“Paid Keeper,” “our,” “us,” and “we” mean Paid Keeper, Inc.

“Paid Keeper Program” means a Service offered by Paid Keeper that you can use to access, for a transaction fee, some or all of your Unpaid Earnings.

“Dispute” means a situation in which your employer 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.

“Program Terms” means these Paid Keeper Program Terms.

“Service” has the meaning set forth at the top of the Paid Keeper Site Terms.

“Site” has the meaning set forth at the top of the Paid Keeper Site Terms.

“Site Information” has the meaning set forth in Section 3 of the Paid Keeper Site Terms.

“Unpaid Earnings” means the right to payment (e.g., account receivable) owed to you by your employer arising out of services you have provided to your employer or its customers and any other related rights.

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