Effective January 9, 2026

ZayZoon Off-Cycle Terms of Service

ZayZoon Off-Cycle Terms of Service (USA)

This ZayZoon Off-Cycle Terms of Service (this "Agreement") is a legally binding agreement among you, your employee ("Employee," "you," or "your"), your employer ("Employer"), and ZayZoon US Inc. ("ZayZoon," "we," or "us") to enable Employer-directed off-cycle wage payments to you using services provided by ZayZoon.

This Agreement is separate from and does not replace or modify any other terms governing earned wage access or other services you may receive from ZayZoon. This Agreement applies only to Employer-directed off-cycle pay facilitated by ZayZoon as described below.

By reviewing this Agreement and indicating your consent electronically through the ZayZoon platform or an Employer portal that integrates with ZayZoon (for example, by clicking "I Agree," checking a box, or otherwise providing an electronic signature), you acknowledge and agree that you are entering into this Agreement with Employer and ZayZoon and agree to be bound by its terms.

1. Parties and Relationship

1.1 Parties. This Agreement is between and among:

Employee: you, an individual employed or otherwise engaged by Employer and a party to this Agreement;
Employer: the entity identified above that employs or engages you, is responsible for paying your wages and other compensation, and is a party to this Agreement; and
ZayZoon: the Employer’s technical facilitator and limited agent in providing the services set out below.

1.2 No Employment by ZayZoon. Nothing in this Agreement creates an employment, joint‑employment, co‑employment, partnership, or agency relationship between you and ZayZoon. Employer alone is responsible for your employment, compensation, and related obligations, including any decision to offer or fund Off‑Cycle Pay.

2. Definitions

For purposes of this Agreement:

“Electronic Communications” means all notices, disclosures, agreements, statements, records, messages, and other communications that ZayZoon or Employer may provide to you electronically in connection with this Agreement and the Off‑Cycle Pay Services.

“Employer Connect” means the ZayZoon functionality or related tools made available to Employer that allow Employer to input, submit, and approve payment amounts for you and other employees and to cause ZayZoon or its bank or service providers to facilitate Off‑Cycle Pay.

“Off‑Cycle Pay” means any wages, salary, commissions, bonuses, tips, gratuities, final wages upon separation, corrections, adjustments, reimbursements, or other employment‑related payments that Employer elects to pay to you outside of Employer’s regular payroll cycle through Employer Connect.

“Off‑Cycle Pay Services” means the technical and payment facilitation services that ZayZoon (or its bank or service provider) provides to enable Employer to deliver Off‑Cycle Pay to you via Employer Connect and the Wallet you select.

“Off‑Cycle Pay Transaction” means any specific Employer‑approved Off‑Cycle Pay payment (or group of payments) directed to you that Employer initiates through Employer Connect and that ZayZoon agrees to facilitate.

“Wallet” means the account, card, bank account, digital wallet, or other destination that you designate or select (directly or through your ZayZoon account or Employer’s systems) to receive Off‑Cycle Pay.

3. Employee Enrollment and Consent to Employer‑Directed Off‑Cycle Pay

3.1 Voluntary Enrollment. Your participation in Off‑Cycle Pay via ZayZoon is voluntary. By consenting to this Agreement (for example, by checking a box or clicking an “I Agree” or similar button presented by Employer or ZayZoon), you authorize Employer to use the Off‑Cycle Pay Services to make certain off‑cycle wage and other employment‑related payments to you, and you authorize ZayZoon (and its bank or service providers) to facilitate those payments as described here.

3.2 Scope of Consent. You expressly consent to:

Employer initiating Off‑Cycle Pay Transactions on your behalf through Employer Connect;
ZayZoon (or its bank or service providers), acting as Employer’s technical facilitator and limited agent, funding your chosen Wallet with amounts that Employer has authorized for payment to you, net of any lawful withholdings, deductions, or other amounts that Employer is permitted to apply; and
ZayZoon relying on information and instructions received from Employer regarding the amounts and timing of Off‑Cycle Pay.

3.3 Employer Solely Responsible for Amounts and Eligibility. You acknowledge and agree that:

Employer alone determines whether any Off‑Cycle Pay is owed to you, in what amount, and when;
ZayZoon does not calculate, verify, or decide whether you are owed any wages or other compensation, and does not provide legal, tax, payroll, HR, or employment law advice; and
Any questions, disputes, or corrections regarding whether Off‑Cycle Pay is due, the amount, or the timing of such payment are solely between you and Employer (see Section 8).

4. Wallet Choice and Employee Responsibility

4.1 Wallet Selection. You may be permitted to select or update your Wallet through:

Your ZayZoon account or mobile/web application;
Employer’s onboarding or payroll systems that integrate with ZayZoon; or
Other methods communicated to you by Employer or ZayZoon.

4.2 Accuracy of Wallet Information. You are solely responsible for ensuring that:

All Wallet information (such as bank routing and account numbers, card numbers, account names, and other details) you provide is true, accurate, and complete; and
You promptly update your Wallet information if it becomes inaccurate, inactive, or otherwise unusable.

4.3 Risk of Incorrect or Outdated Wallet Information. If you provide incorrect or outdated Wallet information, or fail to update it, you may experience delays, failed payments, or funds being sent to the wrong account. To the maximum extent permitted by law, neither Employer nor ZayZoon is responsible for:

Any loss or delay caused by your provision of incorrect, incomplete, or outdated Wallet information; or
Recovering funds misdirected due to your Wallet information, although reasonable efforts may be made to assist where feasible.

4.4 Third‑Party Wallet Terms. Your use of any Wallet (for example, a bank account, prepaid card, or digital wallet) is also governed by the terms and conditions of that third‑party provider. It is your responsibility to review and comply with those terms and to pay any applicable fees imposed by your Wallet provider.

5. Authorization for ACH and Other Electronic Credits and Reversal of Errors

5.1 Authorization of Electronic Credits. You authorize ZayZoon (and its banks, payment processors, and service providers), acting on behalf of Employer as Employer’s limited payment agent, to initiate electronic credits to your Wallet for amounts that Employer has directed to be paid to you as Off‑Cycle Pay. This authorization covers, without limitation:

ACH credits to your designated bank account;
Credits to eligible cards or digital wallets; and
Any other electronic payment methods made available by ZayZoon and supported by Employer.

5.2 Reversal and Correction of Errors. If an electronic credit is made in error (including a duplicate payment or a payment in an incorrect amount resulting from a clerical, technical, or processing error), you authorize ZayZoon (and its payment partners), to the extent permitted by applicable law and network rules, to:

Initiate electronic debits or reversal entries to your Wallet, in an amount not to exceed the amount of the error, to correct the erroneous credit; and/or
Offset amounts attributable to such documented errors against future Off-Cycle Pay or other payments processed through the Off-Cycle Pay Services, if legally permissible and instructed in writing by Employer.

If a reversal or debit cannot be completed (for example, because your Wallet no longer contains sufficient funds or has been closed), you acknowledge that, to the extent permitted by applicable law and under your employment arrangement with Employer, Employer may seek to recover the net amount of any documented erroneous overpayment directly from you. Nothing in this Agreement creates any right of Employer to recover amounts from you beyond what is permitted by applicable law or your employment arrangement. You also understand that ZayZoon is not responsible for recovering such funds and will not pursue collection on behalf of Employer.

5.3 No Unauthorized Debits for Fees or Other Amounts by ZayZoon. Except as expressly authorized in this Agreement or in a separate, clear authorization that you provide through the ZayZoon platform or an Employer portal (which will describe each fee, when it will be charged, and how it will be collected), ZayZoon will not initiate debits from your Wallet for its own fees or charges for Off‑Cycle Pay.

6. Data Sharing and Privacy

6.1 Information Provided by Employer. You understand and consent to Employer sharing with ZayZoon (and its service providers) information that is reasonably necessary to provide the Off‑Cycle Pay Services, which may include:

Your name, contact information, and employee identifier(s);
Employment status, pay rate(s), earnings, and related payroll data;
Details of Off‑Cycle Pay Transactions (amounts, dates, types of payments, etc.); and
Other information that ZayZoon reasonably needs to verify your identity, comply with law, and facilitate payments.

6.2 Information You Provide Directly. You may also provide information directly to ZayZoon (for example, when creating or managing a ZayZoon account), such as your contact information, Wallet details, and preferences. Use and handling of such information is subject to the then‑current ZayZoon privacy policy made available to you at or before the time you provide the information.

6.3 Use of Data. ZayZoon may use your information:

To provide, operate, and improve the Off‑Cycle Pay Services;
To comply with legal, regulatory, audit, fraud‑prevention, and risk‑management obligations;
To communicate with you about Off‑Cycle Pay and related services; and
As otherwise permitted by applicable law and by our privacy disclosures.

6.4 Sharing with Service Providers and Partners. ZayZoon may share your information with banks, payment processors, and other service providers that help deliver the Off‑Cycle Pay Services, subject to appropriate confidentiality and security obligations.

7. ZayZoon Facilitator and Limited Payment Agent Disclaimer

7.1 Limited Role. In connection with Off‑Cycle Pay Transactions, ZayZoon acts solely as a technical facilitator and limited payment agent of Employer to help transmit funds to you in accordance with Employer’s instructions. You acknowledge that:

ZayZoon does not decide whether Off‑Cycle Pay is owed to you or in what amount;
ZayZoon does not provide payroll processing, tax, accounting, or employment law services to you or Employer; and
ZayZoon’s involvement does not relieve Employer of any wage‑payment, tax, or other employment‑related obligations under applicable law.

7.2 No Warranties Regarding Employer Obligations. ZayZoon does not guarantee that Employer will submit, approve, or fund any particular Off‑Cycle Pay Transaction, and is not responsible for Employer’s failure to do so. ZayZoon may decline, delay, or condition processing of Off‑Cycle Pay Transactions for risk, fraud, compliance, funding, or other reasons.

7.3 Optional Notifications to Employee. Although not required, Employer may notify you when an Off-Cycle Pay Transaction has been initiated. You are responsible for confirming receipt of such payments and verifying the amount with your Wallet provider.

8. Disputes Solely Between Employee and Employer

8.1 Employment‑Related Disputes. Any dispute, claim, or question regarding:

Whether you are owed Off‑Cycle Pay (or any wages or compensation at all);
The amount or calculation of Off‑Cycle Pay;
The timing of Off‑Cycle Pay; or
Any other matter arising from or relating to your employment, compensation, hours, classification, or benefits,

is solely between you and Employer and must be resolved under your employment agreement, Employer’s policies, and applicable law.

8.2 ZayZoon Not Responsible for Employment Disputes. To the maximum extent permitted by law, you agree that ZayZoon is not responsible or liable for any employment‑related disputes between you and Employer. This includes, without limitation, disputes over unpaid wages, overtime, tips, final pay, or any alleged violations of wage and hour, labor, or employment laws.

8.3 Cooperation with Resolution. ZayZoon may, in its discretion, provide transaction records or other relevant information to you or Employer to assist in resolving a dispute, but is under no obligation to mediate or decide any dispute between you and Employer.

9. No Credit, Loan, or Wage Advance; Nature of Off‑Cycle Pay

9.1 No Credit or Consumer Loan by ZayZoon. Off‑Cycle Pay Transactions facilitated under this Agreement are intended to reflect amounts Employer has elected to pay or has already earned and directed to be paid to you, not credit or loans extended to you by ZayZoon. Accordingly:

ZayZoon does not extend credit to you and does not charge interest to you in connection with Off‑Cycle Pay; and
Off‑Cycle Pay facilitated by ZayZoon is not a consumer loan or line of credit from ZayZoon.

9.2 Employer‑Funded Payments. Off‑Cycle Pay is funded by or on behalf of Employer, and any decision to accelerate, supplement, or adjust your compensation is made solely by Employer. ZayZoon’s role is limited to facilitating the transfer of funds in accordance with Employer’s instructions.

10. FEES

10.1 Fees to Employee (If Any). Employer may, in its discretion and subject to applicable law, decide whether:

Off‑Cycle Pay will be provided to you without fees; or
Any fee will apply to certain Off‑Cycle Pay Transactions or certain payout methods.

If a fee is charged to you, it must be clearly disclosed to you before you authorize or accept an Off‑Cycle Pay Transaction, including the amount (or method of calculation), when it will be assessed, and how it will be collected, and you will have the opportunity to choose whether to proceed. Your express authorization for the applicable transaction will be required before any such fee is charged. You will not be charged any undisclosed fee by ZayZoon for Off‑Cycle Pay.

10.2 Fees Paid by Employer. Employer may separately pay fees to ZayZoon for the Off‑Cycle Pay Services. Those employer‑level fees do not change your rights under this Agreement but may affect whether Employer offers Off‑Cycle Pay and on what terms.

10.3 Third‑Party Wallet Fees. Your Wallet provider (such as your bank, card issuer, or digital wallet provider) may impose its own fees, such as overdraft fees, returned‑item fees, account maintenance fees, or network fees. Those fees are separate from any ZayZoon or Employer fees and are your responsibility.

11. Electronic Communications and E‑Consent

11.1 Agreement to Receive Electronic Communications. By entering into this Agreement, you consent to receive all Electronic Communications related to Off‑Cycle Pay and this Agreement electronically, including by:

Email;
SMS or text message;
In‑app or push notifications; and/or
Display within a website or portal provided by Employer or ZayZoon.

Electronic Communications may include this Agreement, notices of changes, disclosures, and other important information.

11.2 Technical Requirements. To receive and retain Electronic Communications, you must have:

A valid email address and access to email;
A device with internet access capable of viewing standard web pages;
A current web browser (for example, Chrome, Safari, Firefox, or Edge); and
Software and/or hardware capable of viewing and saving PDF or HTML documents and sufficient storage to retain records.

By consenting, you confirm that you have the necessary hardware, software, and connectivity.

11.3 Withdrawing Consent. You may withdraw your consent to receive Electronic Communications at any time by contacting Employer or ZayZoon support as instructed in the communications you receive. If you withdraw consent:

We may need to provide certain notices or records in paper form; and
Employer or ZayZoon may limit, suspend, or terminate your access to Off‑Cycle Pay Services to the extent electronic delivery is required to provide those services.

11.4 Paper Copies and Updating Contact Information. You may request a paper copy of this Agreement or other Electronic Communications at no cost. You agree to keep your email address, phone number, and other contact information current with Employer (and, if applicable, with ZayZoon) and understand that failure to do so may prevent you from receiving important notices.

11.5 Electronic Signatures. You agree that your electronic signature (including clicking an “I Agree” or similar button, or providing a typed or digital signature) has the same legal effect as a handwritten signature on paper, to the fullest extent permitted by applicable law.

12. Term, Suspension, and Opt‑Out

12.1 Term. This Agreement becomes effective when you first consent to it and will continue until terminated as provided below.

12.2 Your Right to Opt‑Out and Terminate. You may opt out of or terminate your participation in Off‑Cycle Pay at any time by:

Following the instructions provided in your ZayZoon or Employer portal; or
Contacting Employer or ZayZoon support using the contact methods made available to you.

Opt‑out or termination will not affect any Off‑Cycle Pay Transactions that were already processed or initiated before your request became effective, nor will it limit any obligations you have with respect to any documented erroneous or overpaid amounts as described above.

12.3 Employer or ZayZoon Suspension or Termination. Employer or ZayZoon may, at any time and in their discretion, and subject to applicable law:

Suspend or terminate your access to Off‑Cycle Pay;
Change the methods or limits for Off‑Cycle Pay; or
Discontinue the Off‑Cycle Pay Services entirely,

for reasons including (but not limited to) risk, fraud, identity verification or authentication concerns, compliance with law or network rules, funding, program changes, or business needs. To the extent reasonable, Employer or ZayZoon will attempt to provide you with notice of any material suspension or termination.

12.4 Effect of Termination. Upon termination of this Agreement or your participation in Off‑Cycle Pay:

You will no longer be able to receive new Off‑Cycle Pay Transactions via ZayZoon;
This Agreement will continue to apply to any Off‑Cycle Pay Transactions and related obligations (including corrections or reversals) that occurred before termination; and
Any provisions of this Agreement that by their nature should survive (including Sections 4, 5, 6, 7, 8, 9, 10, 11, 12.4, and 13) will survive termination.

13. Governing Law and Miscellaneous

13.1 Governing Law. Except to the extent preempted by federal law, this Agreement is governed by the laws of the State of Delaware, without regard to its conflict‑of‑laws rules. The choice of law does not limit any rights you may have under applicable wage and hour or labor laws of the state or locality where you work.

13.2 Entire Agreement (Off‑Cycle Pay Only). This Agreement constitutes the entire agreement between you, Employer, and ZayZoon with respect to your use of Off‑Cycle Pay via ZayZoon, and supersedes any prior or contemporaneous understandings relating specifically to Off‑Cycle Pay. It does not replace, modify, or supersede:

Your employment agreement, offer letter, or other policies or agreements between you and Employer, except solely with respect to the specific process by which Off‑Cycle Pay is delivered through ZayZoon.

13.3 Amendments. Employer (and, where applicable, ZayZoon) may propose changes to this Agreement from time to time. Material changes will be communicated to you via Electronic Communications or other reasonable means and will not become effective as to you unless and until you affirmatively indicate your acceptance (for example, by clicking an “I Agree” button or checking a box presented to you) after receiving notice of the changes, except to the extent a different process is required by applicable law. Non-material changes (such as formatting, clarification, or corrections that do not reduce your rights or expand your obligations) may become effective upon posting or notice, as permitted by law.

13.4 Assignment. You may not assign or transfer this Agreement or your rights or obligations under it without Employer’s prior written consent. Employer may assign its rights and obligations under this Agreement to an affiliate or successor in interest, or as part of a corporate transaction, provided that such assignment is consistent with applicable law. ZayZoon may assign or delegate its rights and obligations as permitted under its arrangements with Employer.

13.5 Severability. If any provision of this Agreement is found to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will continue in full force and effect.

13.6 No Waiver. Failure by Employer or ZayZoon to enforce any provision of this Agreement will not be a waiver of that provision or any other provision.

13.7 Headings. Section headings are for convenience only and do not affect the meaning or interpretation of this Agreement.

13.8 Disclaimers; Limitation of Liability. To the fullest extent permitted by applicable law, the Off‑Cycle Pay Services are provided on an “as is” and “as available” basis, and neither Employer nor ZayZoon makes any warranties, express or implied, regarding the timing, availability, or uninterrupted operation of the Off‑Cycle Pay Services. Without limiting the foregoing, and except as otherwise required by law, ZayZoon disclaims any implied warranties of merchantability, fitness for a particular purpose, and non‑infringement with respect to the Off‑Cycle Pay Services. To the fullest extent permitted by applicable law, and except for amounts that Employer is required to pay you under applicable wage and hour or labor laws, neither ZayZoon nor Employer will be liable to you for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Agreement or the Off‑Cycle Pay Services, even if advised of the possibility of such damages. ZayZoon’s aggregate liability to you in connection with any claim arising out of or relating to this Agreement or the Off‑Cycle Pay Services will not exceed the total amount of Off‑Cycle Pay transaction fees, if any, paid by you to ZayZoon under this Agreement during the three (3) months preceding the event giving rise to the claim. Nothing in this Section 13.8 limits any non‑waivable rights or remedies you may have under applicable wage and hour, labor, or consumer protection laws.

14. Acknowledgment and Acceptance

· You have read and understood this ZayZoon Off-Cycle Terms of Service;

· You consent to receive Off-Cycle Pay facilitated by ZayZoon at the direction of your Employer;

· You authorize ZayZoon and its payment partners to initiate deposits to your Wallet, and to initiate corrections or reversals in the event of a documented payment error, as described in this Agreement;

· You understand that Off-Cycle Pay is directed and funded solely by your Employer, and that ZayZoon acts only as a facilitator and limited payment agent;

· You understand that, in the event of any documented overpayment or erroneous payment, Employer may, to the extent permitted by applicable law and under your employment arrangement, seek repayment from you, and that ZayZoon may initiate corrective actions as permitted by this Agreement;

· You consent to the use of electronic signatures and electronic communications for all matters relating to this Agreement and its implementation; and

· You agree to be legally bound by the terms of this Agreement.

Your affirmative agreement through the ZayZoon platform or an Employer portal that incorporates this Agreement (for example, clicking an “I Agree” button or checking a box) constitutes your legal signature and acceptance of this Agreement, to the same extent as a written signature on a paper contract.