Scratch Program Agreement for Providers

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Scratch Financial, Inc. (“Scratch”) located at 815 Colorado Blvd., Suite 450, Los Angeles, CA 90041 has established a payments and loan program for clients of the clinic (referred to herein as “Provider”) whereby Provider’s clients may pay for or finance the purchase of goods and/or services provided (the “Program”). Provider will honor without discrimination payments issued under the Program (“Scratch Payments”), in accordance with the terms herein.

Scratch’s Obligations. Scratch’s obligations include the following:

  1. Establish and administer the Program in accordance with all applicable laws and the terms of this Agreement.
  2. Send Provider timely payment authorization notifications to the email address(es) specified by Provider.
  3. Transfer the amount of Scratch Payments due to Provider to the bank account specified by Provider.
  4. Contact Provider in the event of any dispute requiring support from Provider to resolve concerning payments under the Program.

Provider’s Obligations. Provider’s obligations include the following:

  1. Display point-of-sale signage relating to the Program which is distributed or approved by Scratch.
  2. Acknowledge that no Scratch Payment is authorized until Provider receives a payment authorization email notification from Scratch.
  3. Call Scratch’s Provider support line prior to completing a transaction involving suspicious or unusual circumstances.
  4. Pay all applicable fees (collectively “Provider Fees”) set forth on Scratch’s Pricing Schedule (Exhibit A) governing the Program.
  5. Respond within seven (7) days to any inquiry from Scratch, and fully cooperate with Scratch in resolving disputes concerning Scratch Payments.
  6. Maintain fair and legally compliant refund, return and exchange policies, which are designed to be easily understood by the average client (it being agreed that any return policy that precludes reimbursement under any circumstances for services not rendered is deemed unreasonable).

Pricing Schedule:

Scratch Payment Type Transaction Fee
(% of total Scratch Payment Amount)
All Payment Types (including, but not limited to, Pay Over Time & Pay Later) 5%

Settlement Process:

  1. Upon receiving an email from Provider confirming the Scratch Payment amount used by Provider’s client, Scratch will send the confirmed amount to the Provider less the total of (i) any amounts being refunded by Provider, (iii) any Provider Fees. If at any time, the amount Scratch owes Provider is less than the amount Provider owes Scratch, Provider agrees to pay Scratch the net difference (and Provider acknowledges Scratch may subtract the amount owed to Scratch from future credits to Provider until the negative balance is covered).
  2. Provider will not (i) impose any surcharge on purchases made with Scratch, (ii) require the client to pay any part of any charge assessed by Scratch to Provider, whether through any increase in price or otherwise, or (iii) set a dollar amount above or below which Provider refuses to honor otherwise valid Scratch Payment. If proceeds of any confirmed Scratch Payment have been sent to Provider prior to Scratch’s discovery of any of the defects herein, Scratch may charge back the amount sent to Provider.

Provider Represents, Warrants and Covenants as follows:

  1. If it is determined a client is owed a refund for goods and/or services paid for under the Program, the refund shall be remitted to Scratch.
  2. On behalf of Scratch, Provider shall store original documentation of the sale of goods and/or services related to each Scratch Payment for at least one year from the date of the respective Scratch Payment.
  3. Any and all information previously furnished by Provider to Scratch, or any information subsequently furnished by Provider, is or shall be true and correct in all material respects when furnished.
  4. Provider will not accept a Scratch Payment for the purpose of (i) disbursing cash to the Account-holder, or (ii) refinancing an existing debt.
  5. Provider will forward to Scratch promptly after receipt, at any time during or following Provider’s participation in the Program, a copy of any legal proceeding, or a communication relating to an Account from an Account-holder or from a governmental or regulatory authority.
  6. Provider shall not approve a Scratch Payment for services not yet rendered, unless those services are (i) intended to be (and are) completed within thirty (30) days of the Scratch Payment, or (ii) for out-of-pocket costs incurred, within thirty (30) days of the Scratch Payment.

Term/Termination/Suspension.

  1. Provider may terminate this Agreement without cause upon fifteen (15) days written notice to Scratch.
  2. Scratch may terminate this Agreement, and the Program, without cause upon fifteen (15) days written notice to Provider.
  3. Notwithstanding termination by either party (i) the terms of this Agreement will continue to apply to any Accounts established or Scratch Payment(s) occurring, prior to the effective termination date (by way of example, settlement, returns, submission of credits, and processing of chargebacks), and (ii) Scratch may use Provider’s name and marks for purposes of administering, collecting or liquidating Accounts.

Indemnification.

  1. Provider agrees to indemnify, defend and hold Scratch and its affiliates, officers, directors, employees, and agents harmless from any losses, liabilities, and damages of any kind (including without limitation any costs, expenses or reasonable attorneys’ fees incurred by any indemnified party) arising out of any claim, complaint, or chargeback (i) made or claimed by an Account-holder with respect to any sale made by Provider, (ii) made or claimed by any person or entity with respect to the treatment provided or the products or services sold or provided by Provider, or the advertising or promotion involving such treatment, products or services; (iii) caused by Provider’s noncompliance with the terms or covenants of this Agreement or with any provision of applicable law, including without limitation, the failure of any representation, warranty or covenant made by Provider to be true and correct when made or deemed made, (iv) caused by any voluntary or involuntary bankruptcy or insolvency proceeding by or against Provider, (v) caused by circumstances relating to Provider that create harm to or loss of goodwill to Scratch.
  2. The indemnity provided under this Section shall survive the termination of this Agreement.

Miscellaneous.

  1. Ownership of Accounts and Information. Provider acknowledges that Scratch owns all Accounts and Loans, and all information concerning borrowers, applicants and Accounts obtained in connection with the Program (collectively, “Account Information”), and that Provider has no ownership rights therein.
  2. Assignability. Provider may not assign this Agreement, or its rights or obligations hereunder without the prior written consent of Scratch.
  3. No Consequential Damages. Except with respect to indemnification of third party claims set forth herein, (i) in no event shall either party be liable to the other for any special, incidental or consequential damages arising from such other party’s actions under this Agreement, and (ii) both parties waive any claim for punitive damages arising from the other party’s actions under this Agreement.
  4. Choice of Law and Venue. This Agreement and the rights of the parties hereunder shall be determined, governed by and construed in accordance with the internal laws of the State of California without regard to conflicts of laws principles. Any dispute under this Agreement shall be resolved solely by a court having its situs within Los Angeles County, CA, and the parties consent and submit to the jurisdiction of any court located within such venue.
  5. Attorneys’ Fees and Costs. For the parties’ mutual benefit, if any action is commenced to enforce or interpret, or in any way relates to this Agreement, the prevailing party is entitled to its reasonable attorneys’ fees and costs.
  6. Entire Agreement; Written Modification Required. This Agreement constitutes the entire agreement between the parties and is the final expression of the parties’ understanding. No prior discussions or communications shall form any part of this Agreement, unless expressly noted herein. Any modification to this Agreement must be in writing and must be accepted by the party undertaking the obligation.
  7. Notices. All notices and other communications under this Agreement shall be given in writing and shall be deemed to have been duly given and effective upon receipt if delivered in person, by recognized messenger service or by email. Any notice to Scratch must be sent to Scratch, 815 Colorado Blvd., Suite 450, Los Angeles, CA 90041 unless a different address for notice is later provided in writing by Scratch.
  8. Provider Marks. Provider hereby grants Scratch a nonexclusive license to use its name, trademarks, logos and other marks in connection with the administration and operation of the Program, during and after the term of this Agreement.