Legal

Perpay Direct Deposit Terms

Last modified: December 2025

PLEASE READ THESE TERMS CAREFULLY AND KEEP A COPY FOR YOUR RECORDS.
SEE SECTION 5 OF THESE TERMS FOR IMPORTANT INFORMATION ABOUT HOW YOU
CAN WITHDRAW FUNDS FROM THE PROGRAM ACCOUNT.

These   Perpay   Payroll   Direct   Deposit   Terms   &   Conditions   (“Terms”)   are   between   you   and Perpay, Inc., and govern your use of Perpay Payroll Direct Deposit (“Payroll Direct Deposit”) and the Program Account. By setting up Payroll Direct Deposit and directing transfers to the Program Account, you agree to these Terms. These Terms supplement and are to be construed in accordance with the Perpay Terms and Conditions. In these Terms, the words “we,” “us,” “our,”   and   “Perpay” mean   Perpay,   Inc.,   and   its   successors  and   assigns.   The   words   “you,” “your,” and “yours” mean the person who is placing an order in the Perpay online marketplace and/or is applying for and maintains a Credit Card Account with Celtic Bank. You should review these Terms carefully to understand how Payroll Direct Deposit works. If you have questions, you may contact Perpay at hello@perpay.com.

1. How it Works; Setting up Payroll Direct Deposit
You are required to set up Payroll Direct Deposit in order to be eligible to: (a)  complete an order in   the   Perpay   online   marketplace;   and   (b) open   and   use   a   Perpay   Mastercard   credit   card account (“Credit Card Account”) and related credit  card (“Credit Card”) provided by Celtic Bank, a Utah-Chartered Industrial Bank, Member FDIC. By setting up Payroll Direct Deposit, you direct your employer or payroll system provider to transfer a portion of your paycheck to an omnibus account   held   at   JPMorgan   Chase   Bank,   N.A.,   or   another   bank   we   designate   (the “Program   Account”)   in   accordance   with   the   terms   set   forth   below   for   Perpay   online marketplace orders or for the Credit Card Account, as applicable. We will provide you with a virtual Program Account number and routing number for these purposes. You may set up Payroll Direct Deposit using a third-party service called Pinwheel or through other methods made available to you by Perpay or other third parties. By setting up Payroll Direct Deposit through Pinwheel, you agree to be bound by Pinwheel’s U.S. End User Terms of Use available at: https://www.pinwheelapi.com/terms-and-policies#termsOfUse. We do not charge any fees to set up or maintain Payroll Direct Deposit. Please consult with your employer   or   payroll   system   provider   to  confirm whether   you   can   direct   a   portion   of   your paycheck to the Program Account.

2. The Program Account
You are the beneficial owner of your funds transferred to and held in the Program Account. You authorize your funds to be commingled with other customers’ funds in the Program Account. Funds  in the Program  Account   are  held  in a  manner  designed  to provide  you with  Federal Deposit Insurance Corporation (“FDIC”) pass-through insurance coverage up to the maximum permitted by law. You will not earn interest on funds in the Program Account. You can view the amount of your available funds in the Program Account at any time on your Perpay Dashboard by logging into the Perpay mobile app or website.

3. Payments for Perpay Online Marketplace Orders
To be eligible to complete an order in the Perpay online marketplace, you must set up Payroll Direct Deposit to make payments to Perpay for your order. By setting up Payroll Direct Deposit, you direct your employer or payroll system provider to transfer a portion of your paycheck to the Program Account each pay cycle (i.e., weekly, once every two weeks, monthly, etc.) to pay for your order in accordance with the payment schedule provided to you when you placed your order. If you are unable to make payments through Payroll Direct Deposit, please reach out to us at hello@perpay.com to discuss alternative payment options. For details on placing orders in the   Perpay   online   marketplace,   please   refer   to   the   Perpay   online marketplace Terms and Conditions.

A. Multiple Active Orders; How We Apply Payments

If you have more than one active order in the Perpay online marketplace, you do not need to set up a separate Payroll Direct Deposit payment for every new order. Instead, we will direct you to increase the amount of your existing payment to cover the total payment amount for all active orders.

If a Payroll Direct Deposit payment is less than the total payment amount for all active orders, we will apply the payment to active orders in chronological order based on the date the order was placed, from oldest to newest. We are not able to apply payments made through Payroll Direct Deposit to a specific order. If a Payroll Direct Deposit payment exceeds the total payment amount for all active orders, the excess amount will be held in the Program Account. You direct Perpay to apply the excess amount as payment toward a future order you place in the Perpay online marketplace. See Section 4.B for how we apply transfers received through Payroll Direct Deposit if you have both an active Perpay online marketplace order and a Credit Card Account.

B. Stopping Payroll Direct Deposit upon Payment in Full
Once   you   have   paid   your   order   balance   in   full,   you   must   stop   your   Payroll   Direct   Deposit payments   by changing   the   direct   deposit   destination   with   your   employer   or   payroll   system provider back to your personal bank account.

4. Eligibility Requirements for a Perpay Mastercard Credit Card Account
In order to be eligible for a Credit Card Account with Celtic Bank, you must set up and maintain Payroll Direct Deposit and direct your employer or payroll system provider to transfer a portion of your paycheck to the Program Account each month in a total amount equal to the amount we disclose to you as your required transfer amount (the "Required Transfer Amount"), notwithstanding the frequency of your pay cycle. For example:

• If your Credit Card Account has a $500 credit limit, and your Required Transfer Amount is 20% of the then-current credit limit on your Credit Card Account, and you have a monthly pay cycle, you must direct an amount of each paycheck equal to at least 20% of $500 ($100) to be transferred to the Program Account through Payroll Direct Deposit.

• If your Credit Card Account has a $500 credit limit, and your required transfer amount is 20% of the then-current credit limit on your Credit Card Account, and you have a bi-weekly pay cycle (i.e., you are paid once every two weeks), you must direct an amount of each paycheck equal to at least 10% of $500 ($50), so that the total monthly amount transferred to the Program Account through Payroll Direct Deposit equals at least 20% of $500 ($100).

As a condition to Celtic Bank opening a Credit Card Account for you, the first Required Transfer Amount ( the “Initial Transfer”) must be received in the Program Account within 60 calendar days from when you are notified that your application for a Credit Card Account is approved. If the Initial Transfer is not received in the Program Account within  60 calendar days, your approval for a Credit Card Account will be revoked automatically, and you will be required to reapply to obtain a Credit Card Account.

We will disclose your Required Transfer Amount to you when you are approved for a Credit Card Account. You understand that we may adjust your Required Transfer Amount at any time in our sole discretion. We will provide you advance notice of any change to your Required Transfer Amount through your Perpay Dashboard or other method we designate.

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A. Meeting Credit Card Account Eligibility Requirements when you have an Active Perpay Online Marketplace Order

If you already have set up Payroll Direct Deposit to make payments on an active order in the Perpay online marketplace, you do not need to set up a separate Payroll Direct Deposit to meet the eligibility requirements for your Credit Card Account. Instead, we will direct you to increase the amount of your existing Payroll Direct Deposit to cover the total amount required to both make payments on your active order(s) and to meet the Required Transfer Amount for your Credit Card Account.

B. How We Apply Transfers when you have an Active Perpay Online Marketplace Order

If a Payroll Direct Deposit transfer amount is less than the total amount required to both make payments on your active order(s) and to meet the Required Transfer Amount for your Credit Card Account, we first will use the transfer amount to determine whether you meet the Credit Card eligibility requirements. Next, we will also apply the transfer amount in the following ways:

• If you are enrolled in Automatic Transfers and have an outstanding balance on your Credit Card Account at the time the Payroll Direct Deposit transfer is made available in the   Program   Account,   your   available   funds   in   the   Program   Account,   including   the transfer amount, will be debited to pay the outstanding balance on your Credit Card Account, as explained in Section 4.C.  This may result in late payments or missed payments on an active Perpay online marketplace order.

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• If you are enrolled in Automatic Transfers and have not made a purchase transaction with your Credit Card Account, the required Payroll Direct Deposit amount needed to be eligible for the Credit Card Account will be applied to your Credit Card Account.

• If you are enrolled in Automatic Transfers and have made a purchase transaction with your Credit Card Account but do not have an outstanding balance on your Credit Card Account at the time the Payroll Direct Deposit transfer is made available in the Program Account, you direct Perpay to apply the transfer amount to pay your active Perpay online marketplace order(s) in chronological order based on the date the order was placed, from oldest to newest.

• If you are not enrolled in Automatic Transfers, you direct Perpay to apply the transfer amount to pay your active Perpay online marketplace order(s) in chronological order based on the date the order was placed, from oldest to newest.

If a Payroll Direct Deposit transfer amount exceeds the total amount required to both make payments on your active order(s) and to meet the Required Transfer Amount for your Credit Card Account, the excess amount will be held in the Program Account. As explained in Section 4.C, if you are enrolled  in  Automatic  Transfers,  your  available   funds  in the Program  Account,  including the excess amount, will be debited to pay the outstanding balance on your Credit Card Account. If you are not enrolled in Automatic Transfers, you direct Perpay to apply the excess amount to pay your active Perpay online marketplace order(s) in chronological order based on the date the order was placed, from oldest to newest.

C. Using Funds in the Program Account to Make Payments on your Credit Card Account

Payments on your Credit Card Account are due on a monthly basis according to your billing cycle, as set forth in your Perpay Mastercard Credit Card Cardholder Agreement with Celtic Bank   (“Cardholder Agreement”)   and   as   shown   on   your   Credit   Card   Account   statement. However, you may elect to make automatic payments on your Credit Card Account using funds transferred to the Program Account through Payroll Direct Deposit by selecting the “Automatic Transfers” option when you apply for a Credit Card Account or any time thereafter in the Perpay mobile app or website. If you select the Automatic Transfers option, you authorize your available funds in the Program Account to be debited to pay the outstanding balance on your Credit Card Account   each   day,   automatically.   Selecting   Automatic   Transfers   is   optional.   You   are   not required to select this option to open or use your Credit Card Account or Credit Card. You may disable this option at any time in the Perpay mobile app or website.

D. Failure to Meet Eligibility Requirements – Credit Card Account Suspension, Closure
If, at any time, you fail to meet the eligibility requirements for a Credit Card Account as outlined in these Terms, it is considered an event of default under your Cardholder  Agreement, and Celtic Bank may suspend or close your Credit Card Account or take any other action permitted under your Cardholder Agreement. For example, your Credit Card Account may be suspended or closed if (i) you stop Payroll Direct Deposit, or (ii) the amount of Payroll Direct Deposit transfers received in the Program Account in any month is less than the Required Transfer Amount. For details on your Credit Card Account, please refer to your Cardholder Agreement.

5. Withdrawing Funds from the Program Account
Funds transferred to the Program Account through Payroll Direct Deposit may not be available immediately. Once funds are available, you may request a withdrawal or use the funds to make payments on your Credit Card Account, as explained in Section 4.C. You may request a withdrawal of funds from the Program Account at any time through your Perpay Dashboard  by logging  into the Perpay  mobile  app or website.  Please allow  7 to 10 business days after your withdrawal request for the withdrawal to be completed.

6. Cancelling Payroll Direct Deposit; Consequences of Cancellation
You may stop Payroll Direct Deposit at any time by changing the direct deposit destination with your employer or payroll system provider back to your personal bank account. However, if you stop Payroll Direct Deposit, you will no longer be eligible to (a) complete orders in the Perpay online marketplace or (b) access or use your Credit Card Account as explained in Section 4.D above.
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7. Payments and Reversals
You acknowledge and agree that payments transmitted to Perpay, including through Payroll Direct Deposit or other authorized methods, constitute valid and intentional payments. To protect against unauthorized, erroneous, or duplicate reversals and to maintain the integrity of our payment processes, Perpay may, in its sole discretion, block or decline any ACH debit, reversal, or return attempt initiated by your employer, payroll provider, financial institution, or other third party.

Any request to reverse or recall a payment must be directed to Perpay for review. Perpay will evaluate such requests in accordance with its internal policies and applicable law, and Perpay will determine, in its sole discretion, whether a payment may be returned or should be applied to your Account.

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