User Agreement

Effective Date: June 25, 2025

This User Agreement, which includes the documents and consents referenced herein ("Agreement"), is a contract between you and Highline Technologies Inc., and its parents, affiliates, subsidiaries, and service providers ("Highline") governing your use of any of the Services pursuant to this Agreement. Highline may be referred to as "we," "us" and "our."

PLEASE READ THIS AGREEMENT CAREFULLY.
YOU ARE AUTHORIZING US TO FACILITATE ONE OR MORE PAYMENTS WITH FUNDS FROM THE PAYROLL ACCOUNT TO SATISFY THE PAYMENT INSTRUCTIONS OF ONE OR MORE DESIGNATED BILLERS.
IF YOU AUTHORIZE PAYMENTS TO BILLERS IN AMOUNTS THAT MATCH OR EXCEED DISBURSEMENTS FROM THE PAYROLL ACCOUNT, YOU MAY NOT HAVE ANY ADDITIONAL FUNDS AVAILABLE DURING A GIVEN PAY PERIOD. TO MODIFY OR CANCEL PAYMENTS, PLEASE SEE THE SECTION BELOW ENTITLED "PAYMENT MODIFICATION AND CANCELLATION."
EXHIBIT A TO THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION. UNLESS YOU PROPERLY REJECT THE ARBITRATION PROVISION AS SET FORTH IN EXHIBIT A, IT WILL HAVE A SUBSTANTIAL EFFECT ON YOUR RIGHTS IN THE EVENT OF A DISPUTE WITH US. FOR EXAMPLE, IF WE ELECT TO REQUIRE YOU TO ARBITRATE ANY CLAIM, YOU WILL NOT HAVE THE RIGHT TO A JURY TRIAL OR THE RIGHT TO PARTICIPATE IN A CLASS ACTION IN COURT OR IN ARBITRATION.
HIGHLINE IS NOT A BANK AND DOES NOT ITSELF TAKE DEPOSITS OR ACCEPT PAYMENTS; IT MERELY FACILITATES PAYMENT SERVICES AND SENDS PAYMENT INSTRUCTIONS DESCRIBED IN THIS USER AGREEMENT.

By electronically signing this Agreement, you are agreeing to all of the terms and conditions of this Agreement. You also acknowledge that you have read and agreed to each of the following additional agreements, consents and disclosures and that each apply to your User Account and use of the Services under this Agreement:

We may revise this Agreement and any of the documents listed above from time to time. The revised version will be effective at the time we post it unless applicable law requires otherwise or as otherwise noted. By continuing to use Highline's Services after any changes to this Agreement or any of the documents listed above become effective, you agree to abide and be bound by those changes. If you do not agree with any changes to this Agreement, you may terminate the Highline Services.

As used herein, the terms below have the following meanings:

"Biller" is a person or entity you instruct us to pay via the Service.
"Biller Servicing Platform" means the website, mobile application, online checkout or any other process through which Biller allows you to manage payments for goods and/or services using the Service.
"Bank Account" means the linked U.S. bank account associated with your User Account.
"Employer" means the entity that employs you.
"FI Account" means a deposit account with a financial institution, typically indicated on the ACH Direct Deposit Authorization, which receives funds from a Payroll Account and disburses funds to a Biller.
"Highline Portal" the website through which you access your Highline User Account.
"Payment" means a payment initiated to the Biller using the Services pursuant to the Biller’s Payment Instructions.
"Payment Account" means the payment account of a Biller.
"Payroll Account" is the payroll account of your Employer from which your Employer issues your earned wages.
"Payroll Platform" means that platform of your Payroll Provider that allows you to authorize direct disbursements of your payroll to one or more parties.
"Payroll Provider" means your Employer or any agent or service provider of your Employer that issues your payroll through the Payroll Account.
"Payment Instruction" means information provided to us by a Biller or by us to a FI Account about a Payment that you have authorized to that Biller via the Service (such as, but not limited to, the Biller's name, Biller's account number, payment amount, Payment Account, payment period start date and payment period end date).
"Scheduled Payment" is a Payment that has been scheduled through the Service to satisfy—in whole or in part—a Payment Instruction but that has not begun processing. Highline reserves the right to schedule multiple Payments in different amounts and on different dates to satisfy a given Payment Instruction. See "Payment Authorization; Scheduling of Payments" for more detail.
"Scheduled Payment Amount" is the amount of a Scheduled Payment to be made through the Service to satisfy—in whole or in part—a Payment Instruction received from a Biller. Highline reserves the right to schedule multiple Payments in different amounts and on different dates to satisfy a given Payment Instruction. See "Payment Authorization; Scheduling of Payments" for more detail.
"Scheduled Payment Date" is the date on which a Scheduled Payment is to be made through the Service to satisfy—in whole or in part—a Payment Instruction received from a Biller. Scheduled Payment Dates will typically be the days on which you receive your pay from the Payroll Account. Highline reserves the right to schedule multiple Payments in different amounts and on different dates to satisfy a given Payment Instruction. See "Payment Authorization; Scheduling of Payments" for more detail.
"Service" means the Highline Pay by Paycheck service that allows you to make Payments to Billers via the Payroll Account and the FI Account and any other services we may provide pursuant to this Agreement.
"User Account" means your Highline Service user account for Highline Services that you access through the Highline Portal.

Highline Pay by Paycheck Service

The Service allows you to make one-time or recurring Payments to designated Billers via the Payroll Account and the Payment Platform. The Service may be provided to you through one or more third parties. These third parties shall be third party beneficiaries of this Agreement and will be entitled to all the rights and protections (including all limitations of liability) that this Agreement provides to us, including without limitation in connection with their recovery of Payment amounts that you may owe to them as described below. Third parties are subject to change without prior notice to you. This Agreement does not alter your liability or obligations that currently exist between you and your Billers. Any person acting to accept this Agreement and enroll you in the Service on your behalf hereby personally represents and warrants to us that they are duly expressly authorized by you to do so.

Payment Authorization; Scheduling of Payments

A Biller may offer you the opportunity to pay for goods and/or services that the Biller offers using the Service through its Biller Servicing Platform. Biller Servicing Platforms typically will display the "Pay by Paycheck" Service as a payment option on the Biller's website or mobile application, but Billers may make the Service available by other methods. If you elect to make a one-time Payment, the Scheduled Payment Amount will typically be in that amount shown on the Biller Servicing Platform. If you elect to make recurring Payments, the first Scheduled Payment Amount will typically be in the amount shown on the Biller Servicing Platform, but additional Scheduled Payment Amounts will be based on the Payment Instructions we receive from the Biller on an ongoing basis related to the goods and/or services you purchase from Biller. Regardless of any amount shown on the Biller Servicing Platform, by selecting "Pay by Paycheck" during the Billing Servicing Platform and electronically agreeing to (1) this Agreement; and (2) the ACH Direct Deposit Authorization, you authorize us to:

If you elect to make a one-time payment, initiate a single Payment to Biller using the Service in the amount requested in the Biller's Payment Instructions; or
If you elect to make recurring payments, to initiate recurring Payments to Biller each time the Biller provides us with Payment Instructions in the amount requested in the Biller's Payment Instructions.

In either event, when we receive a Payment Instruction from a Biller, you authorize us to initiate one or more Scheduled Payments to satisfy the Payment Instruction (assuming sufficient income is available), and you specifically authorize us to vary the number of Scheduled Payments, the Scheduled Payment Amounts and the Scheduled Payment Dates depending on the Biller's instructions to us, the dollar amount, the amounts you receive from the Payroll Account, whether you have or had sufficient income available to make current or previous Payments or any other factors we require to ensure the Payment Instructions are satisfied. In general, we will satisfy Payment Instructions by evenly spreading the amount requested over the paydays that are available during the billing period. If the amount does not divide evenly then the first Scheduled Payment Amount is rounded up. Once we receive information related to any Scheduled Payments for a Biller’s a Payment Instruction, we will provide you advance notice of each Scheduled Payment and the related Scheduled Payment Amount and Scheduled Payment Date.

If the Payroll Account has insufficient funds for us to complete a transaction (including honoring the debit that corresponds to the Biller’s Payment Instruction), then we have no obligation to complete any portion of that transaction. We may, however, in our sole discretion, in the event that there are insufficient funds from the Payroll Account to satisfy a Payment Instruction from a Biller (through one or more Scheduled Payments), you authorize us to adjust the Scheduled Amount of any future Scheduled Payments by any amount necessary to satisfy any and all Payment Instructions from the Biller (e.g., if a Biller's Payment Instructions requested a Payment of $100 and only $75 was available, we might adjust the next Scheduled Payment by an additional $25) (a "Payment Adjustment"). We will provide you with notification of each Payment Adjustment and the new Scheduled Payment Amount.

On or before each Scheduled Payment Date for any given Scheduled Payment, you authorize us to direct your Payroll Provider, by accessing the Payroll Platform or otherwise, to initiate a direct deposit from the Payroll Account to the FI Account in the Scheduled Payment Amount to occur on or before the Scheduled Payment Date. You also authorize us to initiate a Payment from the FI Account to the Biller in the Scheduled Payment Amount to occur on or before the Scheduled Payment Date.

For security purposes, the Service may impose limits on the amount of money you can send through the Service in total over a time period or by transaction. Your limits may be adjusted from time-to-time in the Service’s sole discretion. Also, Billers may impose their own limitations on bill payments.

Payment Cancellation

You may cancel a Scheduled Payment or series of recurring Scheduled Payments with a Biller in such time as to provide us or your Biller with a reasonable opportunity to act on your request (typically up to three business days before the Scheduled Payment Date). You can do so by (1) contacting the Biller directly, (2) using the Highline Portal, (3) calling us at 409-547-7975 or (4) emailing us at [email protected]. Terminating one or more Payments or the Services will not affect your duty to repay any amounts you owe the Biller.

Payment Information Sharing

You authorize us to share with any applicable Payroll Provider or Biller any information necessary to effectuate a Payment or for us to provide the Services, including, but not limited to, any authorizations you provide to us, a Biller or a Payroll Provider, the amount or dates of any Payments and any information about Payment Instructions provided by a Biller.

Invalidated and Reversed Payments

Payments may be invalidated and reversed by us if, among other reasons, we sent the Payment in error, the transaction was declined or reversed, the Payment was unauthorized or unfunded, there was an error on the part of the Payroll Provider or the Payment Account, there were insufficient funds available to process the Payment or if the Payment was for activities that violated this Agreement, any other agreement with us or applicable law. When recovering the amount of an invalidated Payment from you, we may set up a new Scheduled Payment in the amount of the error and/or we may:

engage in collection efforts to recover such amounts from you; and
take any or all action as outlined in this Agreement.

If you believe that a Payment was not authorized, then you must notify us immediately. Please see below under the heading Reporting an Unauthorized Transaction for information about how to notify us.

Linking or Unlink a Bank Account; Authorization to Initiate Credits to the Bank Account; Payment By Checks

During the onboarding process, you may have linked a Bank Account to your Highline User Account or your Payroll Provider may have provided us with a Bank Account to assist with facilitating Payments. You can link or unlink a Bank Account associated with your User Account by calling 409-547-7975 or emailing [email protected].

If we owe you a refund due to an overpayment or for any other reason, you agree that we may, at our sole discretion and in addition to our right to reduce the amount you owe pursuant to this Agreement, initiate a credit to your Bank Account in the amount of such refund. The event that we make an error in processing an electronic transfer to or from the Bank Account, you authorize us to correct the error by initiating an electronic credit or debit to the Bank Account in the amount of such error on or after the date such error occurs or in any such amount necessary to maintain an accurate balance with the Biller. You authorize us to verify the payment and Bank Account information that you have provided to us. Instead of or in addition to any electronic transfers described above, you authorize us to initiate electronic debits to your Bank Account for any amount and on any date that you subsequently direct by phone, email or other method we make available.

Please keep your Bank Account information current. If this information changes, we may, in our sole discretion, update it using information and third-party sources available to us, such as your Payroll Provider, without any action on your part. If you do not want us to update your Bank Account information, you may remove it from your Highline User Account. Linking Bank Account information enables transfer of excess money received by the FI Account directly to you as authorized above.

In the event you do not have a valid linked Bank Account, you authorize Highline to send any excess funds to you by check, through the US mail. Any checks sent by the US mail will be deemed received by you in 3 Business Days.

You agree not to give or make available your password or other means to access your User Account (collectively “access credentials”) to any unauthorized individuals. You are responsible for all payments you authorize using the Service. If you permit another person (such as a family member or co-worker) to use the Service or your access credentials, or you entrust that person with your access credentials, you are deemed to have authorized and are fully liable for any transactions or other actions those other persons may take using the Service prior to you notifying us that transfers or actions by that person are no longer authorized.

Highline User Requirements

To use the Highline Services, you must be at least 18 years old or the age of majority in your state of residence and have an active email address. You must also have a bank account with a financial institution in the United States.

You agree to keep confidential the credentials you use to access your Highline User Account and the Highline Services. You must keep your phone number, email address and other contact information current in your Highline User Account profile.

By creating a User Account, you authorize us to use your account registration information and other information that may be collected about you in accordance with our Privacy Policy as part of providing our Services. When creating your User Account, you authorize your wireless carrier to share your account device information with our third-party service provider, only to verify your identity and prevent fraud. By creating a User Account, you also specifically consent to let us request and receive your consumer report data and other data about you from third parties to include in your User Account to verify your identity.

Closing your Highline User Account

You may close your User Account by notifying us in your Highline Portal, in writing or by telephone. This Agreement and any obligations you owe us on the User Account will continue even though we have closed your User Account. Any incomplete transactions or transfers must be completed or canceled before the User Account can close.

We may close your User Account or suspend your ability to use your User Account or make Payments, or otherwise cancel, or limit this Agreement at any time for any reason or no reason, and without notice to you, subject to applicable law. We are not liable for any refusal by anyone to honor a Payment under this Agreement.

You understand that, even if you close your Account, we may rely on this Agreement to initiate transfers to you or your Bank Account in the event any funds are received and/or we are unable to reverse or reject a Payment.

We may also maintain your User Account, even if you close it, in certain events, including:

We believe closure was an attempt to evade an investigation.
If you have a pending transaction or an open dispute or claim.
If you owe amounts to us.
If your Highline User Account is subject to a hold, limitation or reserve.

Linking Your Payroll Provider

In this Agreement and the ACH Direct Deposit Authorization, you (1) linked a Payroll Provider and Payroll Platform to effectuate Payments and the Services and (2) authorized us to provide information about the Services or Payments directly to your Payroll Provider or indirectly by accessing the Payroll Platform to effectuate the Services.

If you need to update your Payroll Provider, you may do so by repeating the enrollment process with your Biller.

Identity Verification and Information Authorization

You authorize us, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include:

asking you for further information, such as your date of birth, a social security or individual taxpayer identification number, your physical address and other information that will allow us to reasonably identify you;
requiring you to take steps to confirm ownership of your email address, phone number or financial instruments; or requiring you to provide your driver's license or other identifying documents.

We can share with our service providers personal information about you, including without limitation, financial information and transaction history regarding the Payment Account. We and our service providers can use personal information about you for our everyday business purposes and our service provider’s service to us and/or you, such as to maintain your ability to access the Service, to authenticate you when you log in, to send you information about the Service, to perform fraud screening, to verify your identity, to determine your transaction limits, to perform collections (including collection of Payments, as applicable), to comply with laws, regulations, court orders and lawful instructions from government agencies, to protect the personal safety of subscribers or the public, to defend claims, to resolve disputes, to troubleshoot problems, to enforce this Agreement, to protect our service provider’s rights and property, and to customize, measure, and improve the Service and the content and layout of the website. Additionally, we and our service providers may use your information for risk management purposes and may use, store and disclose your information acquired in connection with this Agreement as permitted by law, including (without limitation) any use to effect, administer or enforce a transaction or to protect against or prevent actual or potential fraud, unauthorized transactions, claims (including Payments) or other liability. We and our service providers may obtain financial information regarding your account from a Biller or your financial institution (e.g. to help resolve payment posting problems or for verification.) We and our service providers shall have the right to retain such data even after termination or expiration of this Agreement for risk management, regulatory compliance, or audit reasons, and as permitted by applicable law for everyday business purposes. In addition we and our service providers may use, store and disclose such information acquired in connection with the Service in statistical form for pattern recognition, modeling, enhancement and improvement, system analysis and to analyze the performance of the Service.

User Portal

You may view your Highline User Account activity in the User Portal and cancel Scheduled Payments and manage other aspects of your User Account. You may view your Highline payments by logging into your Highline User Account through your User Portal on the Highline website.

Court Orders, Regulatory Requirements or Other Legal Process

If we are notified of a court order or other legal process affecting you, or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may be required to take certain actions, including holding payments to/from Highline, placing a hold or limitation on the funds received by Highline, or releasing your funds. We will decide, in our sole discretion, which action is required of us. We do not have an obligation to contest or appeal any court order or legal process involving you or funds received by Highline.

Reporting an Unauthorized Transaction

If you believe your Highline login information has been lost or stolen, please contact Highline customer service immediately by calling 409-547-7975 or emailing [email protected].

Tell us AT ONCE if you believe a Payment or any transaction under this Agreement has been made without your permission using your login information or by other means, or if your Highline-activated mobile phone has been lost, stolen, or deactivated.

Notify us as soon as possible if you think a payment is wrong or if you need more information about a transfer listed on your online User Portal. We must hear from you no later than 60 days after we posted the transaction on the User Portal in order to investigate any error.

How We May Contact You

We (which for the purposes of this section shall include our affiliates, service providers and agents) may use automated telephone dialing, text messaging systems and electronic mail to provide messages to you about the Services and other important information regarding this Agreement, your User Account or your relationship with us. The telephone messages may be played by a machine automatically when the telephone is answered, whether answered by you or someone else. These messages may also be recorded by your answering machine. You give us your permission to call or send a text message to any telephone number you have given us, either directly or through a partner and/or payroll provider, or you give to us, either directly or through a partner and/or payroll provider in the future, and to play pre-recorded messages or send text messages with information about the Services, this Agreement, your User Account or your relationship with us over the phone. You also give us permission to communicate such information to you by e-mail. You understand that, when you receive such calls, texts, or e-mails, you may incur a charge from the company that provides you with telecommunications, wireless and/or internet services. You agree that we will not be liable to you for any fees, inconvenience, annoyance or loss of privacy in connection with such calls, texts, or e-mails. You understand that anyone with access to your telephone or email account may listen to or read the messages, notwithstanding our efforts to communicate only with you. If a telephone number(s) you have provided to us changes, or if you cease to be the owner, subscriber or primary user of such telephone number(s), you agree to immediately give us notice of such facts so that we may update our records. You acknowledge that this consent forms part of a bargained-for exchange. If you have the right to revoke consent to autodialed calls under applicable law, you may exercise this right only calling 409-547-7975 or emailing [email protected].

We will not use autodialed or prerecorded message calls or texts to contact you for marketing purposes unless we receive your prior express written consent. We may share your mobile phone number with service providers with whom we contract to assist us with the activities listed above, but we will not share your mobile phone number with third parties for their own purposes without your consent.

Telephone Recording

You understand and agree that, to the extent permitted by law, we may, without further notice or warning, monitor or record telephone conversations you or anyone acting on your behalf has with us or Highline's agents for quality control and training purposes or for Highline's own protection. You acknowledge and understand that while your communications with us may be overheard, monitored, or recorded not all telephone lines or calls may be recorded by us, and we do not guarantee that recordings of any particular telephone calls will be retained or retrievable.

Notices

We may communicate with you about your Highline User Account and the Highline Services electronically as described in Highline's Consent to Receive Electronic Disclosures. You will be considered to have received a communication from us, if it's delivered electronically, 24 hours after the time we post it to Highline's website or email it to you. You will be considered to have received a communication from us, if it's delivered by mail, 3 Business Days after we send it.

Unless you're communicating with us about a matter where we've specified another notice address, written notices must be sent by postal mail to the address below (the "Notice Address"):

Any communication with us required or permitted under the Federal Bankruptcy Code must be in writing, must include your name and the date of this Agreement and must be sent to us at the Notice Address, Attn: Bankruptcy.

Our Rights

Our Suspension and Termination Rights

We, at our sole discretion, reserve the right to suspend or terminate this Agreement, access to or use of Highline's websites, software, systems (including any networks and servers used to provide any of the Highline Services) operated by us or on Highline's behalf or some or all of the Highline Services for any reason and at any time upon notice to you and, upon termination of this Agreement, the disbursement of any funds we deem necessary directly to you.

Assumption of Rights

If we invalidate and reverse a payment that you made to a recipient (either at your initiative or otherwise), you agree that we assume your rights against the recipient and third parties related to the payment and may pursue those rights directly or on your behalf, at Highline's sole discretion.

No Waiver

Our failure to act with respect to a breach of any of your obligations under this Agreement by you or others does not waive Highline's right to act with respect to subsequent or similar breaches.

Assignment

We may transfer or assign this Agreement and/or any or all of our rights or obligations under this Agreement at any time without your consent; however, any such transfer or assignment of any of our rights, liabilities or obligations shall not result in any changes to your rights and obligations under this Agreement. You may not transfer or assign your obligations under this Agreement without our consent.

Limitations on the Use of our Services

As described in our Privacy Policy, we may share or use your payroll data and other information we obtain to analyze, sort, and present certain information or features to you. With respect to offers from our partners, we do not guarantee that you will be presented with offers for any particular types of products or services or that you will meet the approval criteria for any particular offer. It is always your choice whether to apply for a product or service offered by our partners.

We will use commercially reasonable efforts to make all your Payments properly. However, we will expressly incur no liability if the Service is unable to complete any Payments initiated by you because of the existence of any one or more of the following circumstances:

The Payroll Account is closed or does not provide sufficient funds to complete the transaction (or the transaction would exceed the amount of funds available;
The Biller rejects or returns the Payment for any reason (or the Biller mishandles or delays the handling or posting of any payment we send);
Your equipment, software or communications link is not working properly;
The Service is not working properly and you know or have been advised by us about the malfunction before you execute the transaction;
Circumstances beyond control of the Service (such as, but not limited to, fire, flood, or interference from an outside force) prevent the proper execution of the transaction and the Service;
The Service has been frozen or terminated for any reason; and/or
Any other reason set forth in this or our other agreements with you.

Refusing Payment Instructions

We reserve the right to refuse to initiate a Payment as to any Payment Instruction in our sole discretion. Without limiting the foregoing, we may refuse (a) to initiate Payment to any specific Biller or type of Biller, or (b) to initiate any Payment we believe or suspect might be prohibited by law, prohibited by this Agreement or any agreement related to the Payment Account, or inconsistent with generally applicable banking policies. The Service will make reasonable efforts to notify you promptly if it decides to refuse to initiate Payment. This notification is not required if you attempt to make a prohibited Payment.

Returned Payments

In using the Service, you understand that Billers and/or the United States Postal Service may return payments to the Service for various reasons such as, but not limited to, your forwarding address expired; Biller account number is not valid; Biller is unable to locate account; or Biller account is paid in full. The Service will use commercially reasonable efforts to research and correct the returned payment and return it to your Biller, or void the payment and credit your Bank Account or mail you a check. You may receive notification from the Service.

Acceptable Use

You agree that you are independently responsible for complying with all applicable laws in all of your activities related to your use of the Service, regardless of the purpose of the use, and for all communications you send through the Service. We and our third party service providers have the right but no duty to monitor and remove communications content that we in our sole discretion find to be objectionable in any way. In addition, you are prohibited from using the Service for communications or activities that: (a) violate any law, statute, ordinance or regulation; (b) promote hate, violence, racial intolerance, or the financial exploitation of a crime; (c) defame, abuse, harass or threaten others; (d) include any language or images that are bigoted, hateful, racially offensive, vulgar, obscene, indecent or discourteous; (e) infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction; (f) impose an unreasonable or disproportionately large load on our infrastructure; (g) facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; (h) constitute use of any robot, spider, other automatic device, or manual process to monitor or copy the Service or services without our prior written permission; (i) constitute use of any device, software or routine to bypass technology protecting, or interfere or attempt to interfere with, the Service or our sites; or (j) may cause us or our third party service providers to lose any of the services from our internet service providers, payment processors, or other vendors.

Indemnification and Limitation of Liability

Indemnification

To the extent permitted by applicable law, you must indemnify us for actions related to your Highline User Account and your use of the Highline Services. You agree to defend, indemnify and hold Highline harmless from any claim or demand (including reasonable attorneys' fees) made or incurred by any third party due to or arising out of your breach of this Agreement, your improper use of the Highline Services, your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your Highline User Account or access Highline's websites, software, systems (including any networks and servers used to provide any of the Highline Services) operated by us or on our behalf, or any of the Highline Services on your behalf.

Limitation of Liability

Our liability is limited with respect to your Highline account and your use of the Highline Services. In no event shall we be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with Highline's websites, software, systems operated by us or on our behalf, any of the Highline Services, or this Agreement, unless and to the extent prohibited by law.

Our liability to you or any third parties in any circumstance is limited to the actual amount of direct damages. In addition, to the extent permitted by applicable law, we are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (1) your use of, or your inability to use, Highline's websites, software, systems (including any networks and servers used to provide any of the Highline Services) operated by us or on Highline's behalf, or any of the Highline Services; (2) delays or disruptions in Highline's websites, software, systems (including any networks and servers used to provide any of the Highline Services) operated by us or on Highline's behalf and any of the Highline Services; (3) viruses or other malicious software obtained by accessing Highline's websites, software, systems (including any networks and servers used to provide any of the Highline Services) operated by us or on Highline's behalf or any of the Highline Services or any website or service linked to Highline's websites, software or any of the Highline Services; (4) glitches, bugs, errors, or inaccuracies of any kind in Highline's websites, software, systems (including any networks and servers used to provide any of the Highline Services) operated by us or on our behalf or any of the Highline Services or in the information and graphics obtained from them; (5) the content, actions, or inactions of third parties; (6) a suspension or other action taken with respect to your Highline User Account or the Highline Services; or (7) your need to modify your practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this Agreement or our policies.

Links to Third Party Sites

Our Highline Services or communications to you may contain third party content or links to third party sites, applications or services ("Third-Party Content"). Our Services may also include features that allow you to connect with accounts or services provided by third parties, such as accounts you maintain with financial institutions ("Third-Party Services"). We do not control, maintain, or endorse the Third-Party Content or Third-Party Services, and we are not responsible or liable for any Third-Party Content or Third-Party Services, including any damages, losses, failures, or problems caused by, related to, or arising from Third-Party Content or Third-Party Services. Your interactions and business dealings with the providers of the Third-Party Content or Third-Party Services, including products or services offered by such third parties, are solely between you and the third party. You should review all of the relevant terms and conditions associated with Third-Party Content or Third-Party Services, including any privacy policies and terms of service. We are not responsible for any information that you agree to share with third parties in connection with Third-Party Content or Third-Party Services.

Disclaimer of Warranty and Release

No Warranty

The Highline Services are provided "as-is" and without any representation or warranty, whether express, implied or statutory. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and of non-infringement.

We do not guarantee continuous, uninterrupted or secure access to any part of the Highline Services, and operation of Highline's websites, software, or systems (including any networks and servers used to provide any of the Highline Services) operated by us or on our behalf may be interfered with by numerous factors outside of our control. We will make reasonable efforts to ensure that requests are processed in a timely manner but we make no representations or warranties regarding the amount of time needed to complete processing because the Highline Services are dependent upon many factors outside of Highline's control, such as delays in the banking system or the U.S. or international mail service. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers shall apply to the extent permitted by applicable law.

Your Release of Highline

If you have a dispute with any other Highline Payroll Provider, biller or user, you release us from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise, for example, California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Agreement to Arbitrate

PLEASE REVIEW THE ARBITRATION PROVISION IN EXHIBIT A. WHEN IT APPLIES, YOU MAY NOT GET TO BE IN A JURY TRIAL OR CLASS ACTION.

If you do not want the Arbitration Provision to apply, you must send us a signed notice that is received within 60 calendar days.
You must send the notice in writing (and not electronically) to: 7700 Windrose Ave, Suite G300, Plano TX 75024.
Opting out will not affect the other provisions of this Agreement or any other arbitration agreement.

Waiver of Right to Jury; Class Action Waiver

TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL (OTHER THAN SMALL CLAIMS COURT) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES.

INTELLECTUAL PROPERTY

Highline's Trademarks

"Highline.co," "Highline," "Pay by Paycheck," and all logos related to the Highline Services are either trademarks or registered trademarks of Highline or Highline's licensors. You may not copy, imitate, modify or use them without Highline's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Highline. You may not copy, imitate, modify or use them without Highline's prior written consent. You may use HTML logos provided by us for the purpose of directing web traffic to the Highline Services. You may not alter, modify or change these HTML logos in any way, use them in a manner that mischaracterizes Highline or the Highline Services or display them in any manner that implies Highline's or Highline's sponsorship or endorsement. All rights, title and interest in and to the Highline websites, any content thereon, the Highline Services, the technology related to the Highline Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Highline and its licensors.

License Grants

You acknowledge that all rights, title and interest to Highline's software are owned by Highline and any third-party materials integrated therein are owned by Highline's third-party service providers. You acknowledge that Highline does not own, control nor have any responsibility or liability for any such third-party software and/or in connection with the Highline Services.

Business Days

"Business Day(s)" means Monday through Friday, excluding holidays when Highline's offices are not considered open for business in the U.S. Holidays include New Year's Day (January 1), Martin Luther King, Jr.'s Birthday (the third Monday in January), George Washington's Birthday (the third Monday in February), Memorial Day (the last Monday in May), Independence Day (July 4), Labor Day (the first Monday in September), Columbus Day (the second Monday in October), Veterans Day (November 11), Thanksgiving Day (the fourth Thursday in November) and Christmas Day (December 25). If a holiday falls on a Saturday, we observe the holiday on the prior Friday. If the holiday falls on a Sunday, we observe the holiday on the following Monday.

Governing Law

You agree that, except to the extent inconsistent with or preempted by federal law and except as otherwise stated in this Agreement, the laws of the State of Texas, without regard to principles of conflict of laws, will govern this user agreement and any claim or dispute that has arisen or may arise between you and us regarding your use of the Highline Services. Highline is based in the United States and our services are intended for a United States audience only and are limited to residents of the United States.

Severability

In the event any part of this Agreement is ruled by any court or regulatory authority to be invalid or unenforceable, then this Agreement shall be automatically modified to eliminate that part which is affected thereby. The remainder of the Agreement shall remain in full force and effect.

Privacy

Protecting your privacy is very important to us. Please review Highline's Privacy Policy in order to better understand Highline's commitment to maintaining your privacy, as well as Highline's use and disclosure of your information.

EXHIBIT A—ARBITRATION PROVISION

THE QUESTIONS AND ANSWERS BELOW ARE LEGALLY BINDING.

READ THIS ARBITRATION PROVISION. THE ARBITRATION PROVISION WILL HAVE A SUBSTANTIAL IMPACT ON THE WAY YOU AND WE RESOLVE ANY CLAIM WHICH YOU OR WE HAVE AGAINST EACH OTHER NOW OR IN THE FUTURE.

How are disputes resolved? Any disputes between you and us will be resolved per the questions and answers in this Arbitration Provision (this "Provision"). This Provision is legally binding.
What is arbitration? An alternative to a court case. In arbitration, a neutral third party (an "NTP") decides claims without a judge or jury.
Does it differ from court and jury trials? Yes. The hearing is private. There is no jury. It is usually less formal, faster and less expensive than a lawsuit. It involves limited pre-hearing fact finding and limited appeals. Courts rarely reverse arbitration awards.
Who does this Provision cover? You and us. This Provision governs you and us. Solely as used in this Provision,"you" means all persons who agree to the Agreement, and the heirs, executors and assigns of the foregoing. Solely as used in this Provision, the words "we," "us," and "our" mean: (1) Highline Technologies Inc. ("Highline"); (2) any service provider or any agent acting on behalf of Highline; (3) the parents, subsidiaries, affiliates, assignees and successors of Highline; (4) the employees, directors, officers, shareholders, members and representatives of Highline; and (5) any person or company that is named in a Claim you pursue at the same time you pursue a related Claim against us, including our partners or payroll providers, or any third party providing any goods and/or services in connection with the Agreement.
Can you opt out of this Provision? Yes, within 60 days. If you do not want this Provision to apply, you must send us a signed notice within 60 calendar days after the date you become subject to the Agreement. You must send the notice in writing (and not electronically) via certified mail, return receipt requested to 7700 Windrose Ave, Suite G300 Plano TX 75024 (or any address we later provide you) (the "Notice Address"), Attn. Legal. Provide your name, address and the date. State that you "opt out" of the Arbitration Provision. If you send a rejection notice we will give you a credit for the standard cost of a letter sent by certified mail.
What is this Provision about? The parties' agreement to arbitrate Claims. Unless prohibited by law or you opt out, either you or we may elect to arbitrate or require arbitration of any "Claim" (as defined below).
What Claims does this Provision cover? All legal claims (except certain claims about this Provision).This Provision governs all "Claims" between you and us that a court would normally decide. The word "Claims" has the broadest reasonable meaning. It includes contract and tort claims (including fraud and intentional tort claims) and claims under constitutions, statutes, ordinances, rules and regulations. It includes all claims even indirectly related to: (1) any events leading up to the Agreement, including any disclosure, advertisement, application, solicitation, promotion or oral or written statement, warranty or representation made by us; (2) the Agreement and/or our privacy policy; (3) the Highline Services and User Account; (4) the servicing or collection of amounts due under the Agreement and the manner of collection; (5) our use or disclosure of, or failure to protect, your personal information; (6) enforcement of any and all of the obligations a party hereto may have to another party; (7) compliance with applicable laws and/or regulations; or (8) the relationships resulting from the Agreement or any of the foregoing. This Provision applies to actions, omissions and events prior to, on or after the date of the Agreement. It includes claims related to the validity of the Agreement as a whole. However, it does not include disputes about the validity, coverage or scope of this Provision or any part of this Provision. All such disputes are for a court and not the NTP to decide.
Who manages the arbitration? What rules apply? Usually, the AAA. Usually, the American Arbitration Association ("AAA") will manage the arbitration under its rules. But, if the AAA cannot do this and the parties cannot agree on another company, a court will pick the manager (if any). Also, an NTP may conduct some arbitrations ("Group Arbitrations") of common issues of law or fact ("Common Issues") without a manager. See CC. No arbitration brought on a class basis may be managed or conducted without our consent by any company or NTP that would permit class or representative arbitration under this Provision.Generally, arbitrations are subject to the rules of the arbitration manager in effect at the time the arbitration begins. But, rules that conflict with this Provision do not apply.The manager (if any) will select the NTP under its rules. But, the NTP must be a lawyer with at least ten years of experience or a retired judge unless you and we otherwise agree.
Can a Claimant bring Claims in court? Sometimes.The party bringing a Claim ("Claimant") may bring a lawsuit if the other party (the "Respondent") does not demand arbitration. Also, either party may require that a small claims court resolve any individual Claim that such court may hear. But, either party may require arbitration of any appeal of a small-claims decision or any small-claims action brought on a class basis. Finally, some Claims for a public injunction may be brought in court. See L.
Are you giving up any rights? Yes. If we demand arbitration of a Claim you bring, you are giving up your right to: (1) have a court or jury decide the Claim; (2) bring the Claim as a private attorney general or representative of other parties (but see L as to public injunction Claims); (3) without our consent (and except for Group Arbitrations), join the Claim with claims of other consumers; or (4) engage in a class action or class arbitration.
Can you start a class arbitration? No. The NTP may not decide any Claim on a class or representative basis.
What happens if part of this Provision is invalid? It depends. You must give us written notice and at least 30 days to cure any problem that might prevent arbitration of a Claim. See EE. But:
1. If any part of this Provision is held invalid, generally the rest will continue to apply.
2. But, if a court rules that the NTP can decide a Claim on a class or other representative basis and the ruling becomes final after all appeals, only this sentence will apply and the remainder of this Provision will be void.
3. And, if you bring a Claim for public injunctive relief and a court rules that the restrictions in this Provision prohibiting the NTP from awarding relief on behalf of third parties are invalid with respect to such Claim (and the ruling becomes final after all appeals), the Claim for public injunctive relief will be decided in court and any individual Claims seeking monetary relief will be arbitrated. In such a case, the parties agree to request the court to stay the Claim for public injunctive relief until a court has entered the arbitration award as to individual relief.
4. A Claim for class relief or public injunctive relief can never be arbitrated. This limit applies to individual arbitrations and to Group Arbitrations.
In sum, what options do you have to assert Claims against us? Most Claims are subject to arbitration. All Claims subject to this Provision must be decided in: (1) an individual arbitration; (2) a Group Arbitration of Common Issues; (3) a lawsuit if (and only if) the Respondent does not demand arbitration; (4) an individual action in small-claims court; or (5) a lawsuit that solely addresses a Claim for public injunctive relief, but only as provided in L.
What law applies? The Federal Arbitration Act ("FAA"). The Agreement involves interstate commerce. Thus, the FAA governs this Provision. The NTP must apply substantive law and comply with the FAA. The NTP must honor statutes of limitation and privilege rights. As to punitive damages, the NTP must honor constitutional standards that apply in court.
Will anything you do make this Provision invalid? No. If you do not opt out, this Provision will stay in force even if you: (1) cancel the Agreement; (2) fail to make any payment under the Agreement or related to your User Account; or (3) become insolvent or bankrupt.
What must a party do before starting a lawsuit or arbitration? Send a written Claim Notice and work to settle the Claim. Before starting a lawsuit or arbitration, the Claimant must give the Respondent written notice of the Claim (a "Claim Notice"). The Claim Notice must explain in reasonable detail the nature of the Claim, any supporting facts and the requested relief. If you are the Claimant, you must send the Claim Notice in writing (and not electronically) to us at the Notice Address, Attn. Legal. You or a lawyer you have personally hired must sign the Claim Notice and must provide your full name and a phone number for you or your lawyer. If we are the Claimant, we may send a Claim Notice to you at any mail or email address we have for you in our records. A collections letter from us to you will serve as a Claim Notice. The Claimant must give the Respondent a reasonable chance for at least 30 days to settle the Claim on an individual basis. If the Respondent gives notice that the Claimant has not complied with this section P and the Claimant does not dispute such notice, no arbitration manager or NTP may proceed under this Provision.
How does arbitration start? Per the manager's rules. If the parties do not reach an agreement to settle a Claim within 30 days, the Claimant may start a lawsuit or arbitration. To start an arbitration, the Claimant must follow the manager's rules. If the Claimant begins or threatens a lawsuit, the Respondent may demand arbitration. The Respondent may make this demand in court papers. Also, the Respondent may make this demand if the Claimant starts a lawsuit on an individual basis and then tries to pursue a class action. Any lawsuit must stop at once if the Respondent makes an arbitration demand.
Should the NTP Limit Costs and Burdens on the Parties? Yes. The NTP should try to limit costs and burdens on the parties to the extent possible. Where possible: (1) arbitrations should be limited to documents, without any testimony, oral argument or in-person hearing; (2) any needed testimony should be by recorded deposition instead of live testimony; (3) discovery obtained from a party in a prior proceeding involving similar facts, legal issues and/or counsel should be used instead of new discovery from that party; (4) any needed hearing should be virtual or by conference call; and (5) any in-person hearing must be at a place reasonably convenient to you.
What about appeals? Very limited. Appeal rights under the FAA are very limited. Except for: (1) FAA appeal rights; (2) Claims involving more than $50,000 (including Claims for an order that could cost more than $50,000); and (3) Claims involving Common Issues decided in a Group Arbitration, the NTP's award will be final and binding. For Claims involving more than $50,000 and Claims involving Common Issues decided in a Group Arbitration, any party (including a majority of the Claimants in a Group Arbitration) may appeal the award to a three-NTP panel selected per this Provision. The appeals panel will reconsider from the start any part of the initial award either party has appealed. The panel's decision will be final and binding except for any FAA appeal right. Any appropriate court may enter judgment upon the NTP's award.
Do arbitration awards affect other disputes? No.You and we agree that no arbitration award involving you will affect any issues or claims involving any other party (including the parties in a Group Arbitration that does not involve you). Also, no arbitration award in another party's dispute will affect any individual arbitration or Group Arbitration involving you.
Who bears arbitration fees? Usually, we do. Except for Group Arbitrations, we will pay all filing, administrative, hearing and NTP fees if you act in good faith, cannot get a waiver of such fees and ask us to pay. We will always pay these amounts if required by law or the manager's rules or if required to enforce this Provision.
When will we cover your legal fees and costs? Usually, if you win. If you win an arbitration you start (meaning you recover more than we offered before the arbitration), we will pay your reasonable fees and costs for attorneys, experts and witnesses. We will always pay these amounts if required by law or the manager's rules or if required to enforce this Provision. Attorney's fees will be based on the number of hours worked and standard rates. The NTP will not limit his or her fee award because your Claim is for a small amount. But, unless required by law or to enforce this Provision, the NTP shall not award you any fees and costs you incur after we make a written offer to resolve a Claim for at least the amount the NTP awards you.
Will you ever owe us for arbitration or attorney's fees? Only for bad faith or breaches of this Provision. The NTP may require you to pay our attorney's fees if: (1) the NTP finds that you have acted in bad faith under the standards in Federal Rule of Civil Procedure 11(b); and (2) this power does not make this Provision invalid. Also, you may be liable for certain arbitration fees under the manager's rules or applicable law or in a Group Arbitration, as provided below. Finally, the NTP or a court may award us some or all of our attorney's fees that result from your bad faith breach of this Provision (but not if the power to assess such fees would make this Provision invalid).
Can our failure to settle a Claim produce a larger award for you? Yes, except in Group Arbitrations. Except for Claims resolved in or after a Group Arbitration, the NTP must award you at least $5,100 if: (1) you give us notice of a Claim on your own behalf (and not on behalf of any other party) and comply with all of the requirements of this Provision (including P); and (2) the NTP awards you more money than the last amount you requested at least ten days before the arbitration commenced. This is in addition to any attorney's fees and expenses including expert witness fees and costs you are due under the law or this Provision. This $5,100 minimum award is a single award for all your possible Claims. You cannot get multiple $5,100 awards. Neither party may disclose settlement demands or offers except to justify a minimum recovery of $5,100.
Can the parties get a written ruling? Yes. Any party may request details from the NTP, within 14 days of the ruling. Upon such request, the NTP will explain the ruling in writing.
Can Common Issues be decided in a Group Arbitration? Sometimes. It is possible that many Claimants will pursue or threaten Claims against us involving Common Issues. In some cases, this may make individual arbitrations impractical or too costly. We have designed the Group Arbitration provisions of this Provision to address this problem.
1. Any group of 25-100 Claimants who have given Claim Notices that involve Common Issues and are not already participating in individual arbitrations under this Provision may form a "Qualifying Group" to participate jointly in a Group Arbitration. Also, we may form a Qualifying Group of 25-100 such Claimants. (We and the Qualifying Group are the "Parties" to the Group Arbitration.) No Claimant may participate in an arbitration of the same Common Issue in more than one Qualifying Group. The NTP may not decide any class Claims or Claims for public injunctions in a Group Arbitration.
2. To form a Qualifying Group and start a Group Arbitration, either Party may give written notice to the other Party (a "Group Arbitration Notice"). A majority of the Qualifying Group (a "Group Majority") or a Qualifying Group representative appointed by a Group Majority (a "Group Agent") will act for the Qualifying Group. If a new Claimant asserts a Claim that involves a Common Issue in an existing Group Arbitration, either Party may require the new Claimant to join in the existing Group Arbitration if joinder will not make the Qualifying Group too large.
3. Different Qualifying Groups may bring separate Group Arbitrations to decide the same or different Common Issues (for example, if there are more than 100 Claimants with the same Common Issues). A different NTP must conduct each Group Arbitration. No single NTP may hear more than one Group Arbitration of the same Common Issues. The NTP will resolve all Common Issues for each Qualifying Group by Group Arbitration under this Provision. Before a Group Arbitration starts, either Party may elect for an NTP to conduct the Group Arbitration without help from the AAA. See CC

AA. Who bears arbitration costs in Group Arbitrations? We bear NTP fees. We may split other fees with the Qualified Group. In a Group Arbitration, we will bear the fees and charges of the NTP. We will share with the Qualified Group fees and charges of the arbitration manager (if any). The arbitration manager will decide how we share. But, the Qualified Group will never bear more than 50% of such fees and charges. It will never bear fees and charges that would render this Provision unenforceable or conflict with the law. Also, the NTP may direct us to bear more than 50% of such fees and charges, up to 100%
BB. What happens if the NTP cannot decide your Claim in a Group Arbitration? This Provision will apply. After a Group Arbitration, any Claim the NTP cannot decide in the Group Arbitration will be subject to this Provision. Before starting a lawsuit or arbitration with respect to such Claim, the Claimant must give the Respondent a new Claim Notice and right to resolve such Claim per P.
CC. What happens if a party does not want a manager for a Group Arbitration? Special rules will apply. If either Party gives timely written notice to the other that such Party does not want a manager for a Group Arbitration, the Parties must try to agree on an NTP to conduct the Group Arbitration. If the Parties cannot agree within 30 days, either Party may ask a court to appoint the NTP. See H. The court must weigh the qualifications of the NTP and the fees charged by the NTP. See H. The court should try to find a qualified NTP who charges no more than the NTP charges in AAA consumer arbitrations. Once the NTP has been selected and retained, such NTP will commence and conduct the Group Arbitration in accordance with this Provision and such additional procedures as such NTP shall adopt, giving due regard to the rules of the leading nationwide arbitration managers that would apply in an arbitration managed by them.
DD. Is the arbitration confidential? Yes. You and we agree to keep confidential all aspects of the arbitration, any confidential information produced in the arbitration and any arbitration award or decision. But, either party may disclose such information to the extent needed to pursue the arbitration, to appeal or confirm any award or to get professional services. At either party's request, the NTP shall enter an order protecting confidential information.
EE. Can we amend this Provision without your consent? Yes, but only in your favor. We may waive any rights or amend this Provision at any time without your consent, solely to give you more rights and/or less duties. Any other change to this Provision needs your written consent.