Early Access Terms of Service

1. Acceptance of These Terms; Eligibility

1.1 Agreement to Terms. These Terms of Service ("Terms") are a binding agreement between you ("you" or "User") and PTO, Inc. ("PTO Exchange," "we," "us"). By clicking "I Agree," checking the acceptance box, or otherwise requesting or receiving an advance through the PTO Exchange service (the "Service"), you affirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any disclosures presented to you at the time of your request. You may not request or receive an advance until you affirmatively accept these Terms.

1.2 Eligibility. To use the Service you must: (a) be at least 18 years old; (b) be a current, active employee of an employer that has enabled the Service ("Employer"); (c) reside and be employed in a state where the Service is offered; (d) have a valid, verifiable bank account in your own name capable of receiving electronic transfers; and (e) provide accurate identity, employment, and PTO-balance information as requested.

1.3 Account Registration. You must create an account and link your payroll/HR profile and a valid bank account. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. Notify us immediately at the contact in Section 16 if you suspect unauthorized use.

1.4 Employer Relationship. The Service is made available to you as a benefit through your Employer's arrangement with PTO Exchange. PTO Exchange is not your employer and this Agreement does not create an employment relationship. Your Employer may provide us certain employment and PTO-balance data as described in Section 6.

2. Description of the Service

2.1 What the Service Does. The Service allows you to request early access to a portion of the cash value of your accrued, unused, and already-vested paid time off ("PTO") balance, before that PTO is used or paid out in the ordinary course (each, an "Advance"). The Service does not extend credit, a loan, or any form of financing; it accelerates your access to value you have already earned and that your Employer already owes you upon use or separation, subject to your Employer's PTO policy.

2.2 How the Advance Amount Is Calculated. Your available Advance amount is generally calculated as your unused, vested PTO hours multiplied by your regular base hourly (or hourly-equivalent) pay rate, less (a) any amount already advanced and not yet trued-up, and (b) a safety reserve percentage we or your Employer may set to account for rate changes, policy caps, or PTO forfeiture rules. We reserve the right to change the calculation methodology, the reserve percentage, or your available balance at any time, including based on updated information from your Employer, without prior notice, though we will reflect the current basis in the app before you confirm a request.

2.3 Optional Benefit; No Entitlement. The Service is an optional convenience made available at your Employer's discretion. Nothing in these Terms guarantees that any Advance request will be approved, that any particular amount will be available, or that the Service will remain available to you or your Employer at any time. Approval may depend on data provided by your Employer, your account history, fraud and risk screening, and other factors we do not disclose.

2.4 True-Up at Payout. When you actually use PTO or your PTO balance is paid out (including at separation from your Employer), the amount you already received as an Advance against that PTO will be deducted from the corresponding payout, as described in Section 4. Advances do not reduce your accrual rate; they reduce the cash you receive when that PTO is later used or paid out, since you already received part of its value early.

3. Fees

3.1 Advance Fee. Each Advance carries a flat fee equal to 1% of the requested Advance amount (the "Fee"), calculated and disclosed to you before you confirm the request. For example, a $200 Advance carries a $2.00 Fee. The Fee is deducted from the disbursed amount or added to the amount trued-up under Section 4, as shown at the time of your request.

3.2 No Interest; No Compounding. The Fee is a one-time, flat transaction fee. It is not interest, does not accrue over time, and does not compound. You will never be charged more than the disclosed Fee for a given Advance, regardless of how long it remains outstanding before true-up.

3.3 No Other Mandatory Charges. We do not charge late fees, non-sufficient-funds (NSF) fees, or penalty fees for a missed or delayed true-up (see Section 10). We do not charge subscription or membership fees for the Service unless separately disclosed and agreed to by you.

4. Authorization to True-Up and Repay

4.1 Payroll/PTO Deduction Authorization. By accepting these Terms and requesting an Advance, you authorize PTO Exchange and/or your Employer's payroll processor to true-up each Advance (plus the applicable Fee) by (a) deducting the corresponding amount from your PTO balance or its future payout, and/or (b) processing a payroll deduction on your next regular payday, in the amount of the Advance and Fee. This true-up happens automatically through the payroll process and does not require a separate transfer from your personal bank account in the ordinary course.

5. Electronic Communications and Signature

5.1 Consent to Electronic Records. You agree that we may provide these Terms, disclosures, receipts, notices, and any amendments electronically — through the app, email, or SMS — rather than on paper. This consent is given under the federal E-SIGN Act and applicable state UETA laws.

5.2 Electronic Signature. Your click, tap, checkbox selection, or other electronic action to accept an Advance request or these Terms constitutes your legally binding electronic signature and has the same effect as a signature on paper.

5.3 Hardware/Software Requirements; Withdrawing Consent. You need a device capable of accessing the internet, a current web browser or our mobile app, and a valid email address or mobile number to receive electronic records. You may withdraw consent to electronic records by contacting us (Section 16), but doing so may limit or end your ability to use the Service, since Advances cannot be processed without electronic disclosures and authorizations.

6. Data Collection, Linking, and Privacy

6.1 What We Collect. To offer the Service we collect and receive: (a) identity and contact information you provide; (b) employment, payroll, and PTO-accrual/balance data from your Employer or its payroll processor; (c) bank account and transaction information from you or through a third-party account-verification or payment provider; and (d) usage data about how you interact with the Service.

6.2 Consent to Share with Employer and Service Providers. You authorize your Employer, its payroll provider, and PTO Exchange to exchange the data described in Section 6.1 with each other and with our banking, payment-processing, identity-verification, and fraud-prevention service providers, solely to provide, secure, and improve the Service and to process and true-up Advances.

6.3 Accuracy of Employer Data. Your available PTO balance and Advance eligibility depend on data your Employer provides us. We are not responsible for Advance amounts, denials, or true-up discrepancies that result from inaccurate, delayed, or incomplete data provided by your Employer or its payroll processor, though we will work with you and your Employer to correct verified errors.

6.4 Privacy Policy. Our collection, use, and disclosure of your personal information is further described in our Privacy Policy, which is incorporated into these Terms by reference. https://www.ptoexchange.com/privacy

7. Important Regulatory Disclosures

7.1 This Is Not a Loan. An Advance is not a loan, line of credit, or extension of credit, and PTO Exchange is not a lender. The Fee described in Section 3 is not interest and is not calculated based on time. We do not evaluate your creditworthiness, and we do not obtain a credit report or credit score to decide whether to approve an Advance.

7.2 No Recourse; No Debt Collection; No Credit Reporting. We will not pursue a lawsuit, retain a debt collector, or report any unpaid Advance to a consumer reporting agency solely because a true-up did not occur on schedule. Our only remedies for an unpaid Advance are the payroll/PTO deduction and backup ACH authorization in Section 4 and the account-standing consequences described in Section 10.

7.3 No Impact on Credit. Using the Service, and any delay in true-up, will not be furnished to consumer reporting agencies by us and is not designed to affect your credit score.

8. Advance Limits, Approval, and Modification

8.1 Discretionary Limits. We may set a maximum Advance amount, a maximum number or frequency of Advances, or a percentage cap on the portion of your PTO balance available for Advance, and may change these limits at any time based on risk, fraud, employer policy, or applicable law.

8.2 Right to Deny or Delay. We may deny, delay, reduce, or reverse any Advance request — including one already approved but not yet disbursed — if we suspect fraud, error, ineligibility, a data discrepancy with your Employer, or a violation of these Terms.

8.3 Real-Time Changes. Your available balance can change between when you view it and when you submit a request, due to new PTO accrual, PTO usage, policy changes, or prior Advances. The amount confirmed at the time of your request is the amount that governs.

8.4 Disbursement Timing. We will disburse an approved Advance using the standard or expedited delivery method you select, subject to the timing and any fee disclosed for that method at the time of your request. We are not liable for delays caused by your bank, card network, or other third parties outside our control.

9. Cancellation and Right to Rescind

9.1 Cooling-Off Period. You may cancel an Advance request free of charge within the window shown at confirmation (e.g., before disbursement, or within a short period after — whichever your app displays), by using the cancel option in the app or contacting us under Section 16. Once funds have been disbursed, the Advance can no longer be cancelled and instead follows the true-up process in Section 4.

9.2 Fee Refund on Timely Cancellation. If you cancel an Advance before disbursement, you owe no Fee and nothing is deducted from your PTO balance or payroll.

9.3 Opting Out of the Service. You may stop using the Service at any time by not submitting further requests, or by asking us to close your account under Section 16. Closing your account does not cancel or forgive any Advance already outstanding, which remains subject to Section 4.

10. Missed True-Ups and Insufficient Funds

10.1 No Late Fees, No NSF Fees. Consistent with Section 7, we do not charge a late fee, penalty, or NSF fee if a true-up cannot be completed on schedule, and we do not compound or add interest to an unpaid Advance.

10.2 What We May Do. If a true-up fails — for example due to insufficient PTO balance, a closed bank account, or a rejected ACH debit — we may: (a) retry the deduction or debit a reasonable number of times; (b) apply future PTO accrual, payroll, or Advance-eligible amounts to the outstanding balance first, before any new Advance is approved; and (c) pause or suspend your ability to request new Advances until the outstanding amount is resolved.

10.3 No Lawsuits, No Third-Party Debt Collectors, No Credit Bureau Reporting. We will not sue you, refer your account to a third-party debt collector, or report a missed true-up to a consumer reporting agency solely because a true-up did not occur on schedule. This section does not limit our ability to pursue amounts owed as a result of fraud, misrepresentation, or a knowing violation of these Terms.

10.4 Separation from Employer. If you separate from your Employer with an outstanding Advance, the amount owed will generally be deducted from your final PTO payout to the extent your Employer's policy and applicable law permit; any remaining balance will be handled as described in Section 4.

11. Your Representations and Prohibited Uses

11.1 You Represent That: all information you provide is true, accurate, and not misleading; you are the account holder of the linked bank account or otherwise authorized to use it; you are requesting Advances only against your own PTO balance and for your own use; and you will promptly update your information if it changes.

11.2 Prohibited Conduct. You will not: (a) provide false employment, identity, or PTO-balance information; (b) attempt to obtain an Advance you know exceeds your actual accrued PTO value; (c) use the Service on behalf of another person or share your account credentials; (d) attempt to circumvent our fraud, risk, or eligibility controls; (e) use the Service for any unlawful purpose; or (f) interfere with or attempt to disrupt the Service's normal operation (including through scraping, reverse engineering, or unauthorized automated access).

11.3 Consequences. A violation of this Section may result in denial of a request, reversal of a disbursed Advance, suspension or termination of your access to the Service, and, where applicable, referral to your Employer or law enforcement.

12. Disclaimers, Limitation of Liability, and Indemnification

12.1 "As Is" Service. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY PARTICULAR ADVANCE AMOUNT WILL BE AVAILABLE.

12.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PTO EXCHANGE AND ITS OFFICERS, EMPLOYEES, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF INCOME, PROFITS, OR DATA, ARISING FROM YOUR USE OF THE SERVICE. OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR (B) $100. Some states do not allow certain limitations, so some of the above may not apply to you.

12.3 Indemnification. You agree to indemnify and hold PTO Exchange harmless from any claim, loss, or expense (including reasonable attorneys' fees) arising from your breach of these Terms, your misuse of the Service, or information you provide that is false or misleading, except to the extent caused by our own gross negligence or willful misconduct.

13. Term, Suspension, and Termination

13.1 Term. These Terms apply from the moment you first accept them until your account is closed or these Terms are terminated as described below.

13.2 Your Right to Stop. You may stop using the Service or close your account at any time, subject to resolving any outstanding Advance as described in Sections 4 and 10.

13.3 Our Right to Suspend or Terminate. We may suspend or terminate your access to the Service at any time, with or without cause or notice, including if: your Employer stops offering the Service; you violate Section 11; we reasonably suspect fraud or risk; or we are required to do so by a regulator, payment network, or law. Termination does not eliminate any amount you already owe.

13.4 Survival. Sections 3 (Fees, for amounts already incurred), 4 (Authorization to True-Up and Repay), 7 (Regulatory Disclosures), 10 (Missed True-Ups), 12 (Disclaimers/Liability/Indemnification), 14 (Governing Law and Dispute Resolution), and 15 (General Provisions) survive termination of your account or these Terms.

14. Governing Law and Dispute Resolution

14.1 Governing Law. These Terms are governed by the laws of the State of Washington, without regard to conflict-of-laws principles, except where a mandatory consumer-protection.

14.2 Informal Resolution First. Before filing a claim, you agree to contact us at the address in Section 16 and attempt in good faith to resolve the dispute informally for at least 30 days.

14.3 Binding Individual Arbitration. If a dispute is not resolved informally, you and PTO Exchange agree that it will be resolved by binding individual arbitration, rather than in court, except that either party may bring an individual claim in small-claims court if it qualifies. The arbitration will be administered by a neutral arbitration provider under its rules then in effect, and will take place in a reasonably convenient location or by video/phone where permitted.

14.4 Class Action and Jury Trial Waiver. YOU AND PTO EXCHANGE EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION. The arbitrator may award relief only on an individual basis.

14.5 Opt-Out Right. You may opt out of this arbitration provision by sending written notice to the address in Section 16 within 30 days of first accepting these Terms. Opting out does not affect any other part of these Terms.

14.6 Severability of This Section. If the class-action waiver in 14.4 is found unenforceable as to a particular claim, that claim (and only that claim) may proceed in court, and the rest of this Section 14 still applies to arbitrate on an individual basis.

15. General Provisions

15.1 Changes to These Terms. We may update these Terms from time to time. If we make a material change, we will notify you (e.g., in-app or by email) before it takes effect. Continued use of the Service after the effective date means you accept the updated Terms; if you do not agree, you must stop using the Service.

15.2 Entire Agreement. These Terms, together with the Privacy Policy and any disclosures presented at the time of your request, are the entire agreement between you and PTO Exchange regarding the Service, superseding any prior agreements on the same subject.

15.3 Assignment. We may assign these Terms or our rights and obligations under them, including in connection with a merger, acquisition, or sale of assets. You may not assign these Terms without our prior written consent.

15.4 Severability. If any provision of these Terms is found unenforceable, the rest remain in full force and effect, and the unenforceable provision will be interpreted to best reflect its original intent.

15.5 No Waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

15.6 Force Majeure. We are not liable for delays or failures caused by events beyond our reasonable control, including outages of banking, payroll, or telecommunications systems.

16. Contact Us; Acknowledgment

16.1 Contact. Questions, complaints, or requests (including to cancel an Advance, revoke an ACH authorization, opt out of arbitration, or close your account) can be sent to:

Support@ptoexchnge.com or write to PTO, Inc. PO Box 2996 Woodinville, WA. 98072

16.2 Acknowledgment Required Before Any Advance. By clicking "I Agree" below, you confirm that:

• You have read and agree to these Terms of Service, the Fee described in Section 3, and the true-up authorization in Section 4;
• You understand this is not a loan and PTO Exchange is not evaluating your credit;
• You authorize the payroll/PTO deduction and backup ACH debit described in Section 4; and
• You consent to receive disclosures electronically as described in Section 5.

You will not receive an Advance until you affirmatively accept these Terms.

Last modified September 17, 2026