Additional Program Agreement for Providers located in Virginia or Nevada (Providers)
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Additional Program Agreement for Providers located in Virginia or Nevada


Scratch Financial, Inc. (“Scratchpay”), located at 225 S. Lake Avenue, Suite 250, Pasadena, CA 91101, has established a program for veterinarians and veterinary clinics (each, a “Provider”) whereby Scratchpay will purchase certain Installment Credit Notes (each, a “Note”) made by Provider’s clients (each, a “Client”) to evidence the Clients’ obligations to pay the unpaid balance of the price of veterinary services provided by Provider, plus finance charges, over a period of months or years, as set out in the applicable Note (the “Program”). Scratchpay and the Provider who agrees to this Program Agreement for Providers (this “Agreement”) hereby agree as follows.

SCRATCHPAY’S OBLIGATIONS.

Scratchpay’s obligations include, without limitation, the following:

  1. Establish and administer the Program in accordance with all applicable laws and the terms of this Agreement;

  2. Promptly advise Provider of Scratchpay’s decision whether to purchase the Note of a Client whose credit application is provided to Scratchpay, and if Scratchpay’s decision is to purchase the Note, advise Provider of the principal amount, rate of finance charge, payment schedule, and other terms the Note must contain to be purchased by Scratchpay;

  3. Transfer the purchase price due from Scratchpay to Provider to the bank account specified by Provider in accordance with the terms of this Agreement; and

  4. Contact Provider in the event of any dispute by a Client requiring support from Provider to resolve concerning payments under the Program.

PROVIDER’S OBLIGATIONS.

Provider’s obligations include, without limitation, the following:

  1. Participate in the Program in accordance with all applicable laws and the terms of this Agreement;

  2. Promptly call Scratchpay’s Provider support line in the event of any suspicious or unusual circumstance or receipt of any adverse financial information regarding the Client in connection with the Client’s application for installment credit that Provider has submitted to Scratchpay;

  3. Offer the signed and completed Note to Scratchpay for purchase promptly after the Note is signed and the veterinary services have been performed; and

  4. Respond within seven (7) days to any inquiry from Scratchpay, and fully cooperate with Scratchpay in resolving disputes concerning amounts due to be paid under a Note that Scratchpay has purchased from Provider.

PURCHASE PRICE:

The purchase price for each Note which Scratchpay commits to purchase from Provider will be ninety-five percent (95%) of the unpaid principal amount of the Note. Upon receiving an email from Provider confirming that the veterinary services have been performed and the amount financed by Provider for the Client in the transaction, Scratchpay will send the confirmed purchase price to the bank account specified by Provider. If, at any time, the amount Scratchpay owes Provider is less than the amount Provider owes Scratchpay, Provider agrees to pay Scratchpay the net difference upon demand. Provider agrees and acknowledges that Scratchpay may subtract the amount owed to Scratchpay from future payments to Provider until the net difference is recovered. Unless otherwise expressly agreed in writing at the time of purchase, each Note will be assigned by Provider and purchased by Scratchpay “without recourse”, but subject to the terms of the Provider’s Representations and Warranties section and the Indemnification section of this Agreement.

CONDITIONS PRECEDENT TO PURCHASE:

Scratchpay will not be obligated to purchase any Note unless all of the following conditions are met before the time payment of the purchase price of the Note is due to be made by Scratchpay:

  1. Scratchpay has communicated to Provider electronically its commitment to purchase the particular Note.

  2. The Client’s application for installment credit from Provider was made electronically in the form and the electronic format approved by Scratchpay and was promptly forwarded or otherwise made available to Scratchpay.

  3. The Note is an electronic record and is in the form and the electronic format approved by Scratchpay, and the terms of the Note are the terms approved by Scratchpay.

  4. The Note was signed electronically by the Client and any other signers required by Scratchpay in its commitment to purchase the Note.

  5. The Client and all other signers of the Note have electronically signed a Consent to Electronic Signatures, Records, and Disclosures (“E-Consent”) in the form approved by Scratchpay, the Client has electronically signed a Consent to Receive Calls & SMS Text Messages in the form approved by Scratchpay, and Scratchpay has received both of the signed consents.

  6. The Note has been assigned to Scratchpay by an electronic record in form and substance satisfactory to Scratchpay and in the electronic format required by Scratchpay.

  7. At the time payment of the purchase price is due to be made no breach of any representation, warranty or covenant of Provider under this Agreement has occurred that has not been cured to the satisfaction of Scratchpay.

PROVIDER’S REPRESENTATIONS AND WARRANTIES; REPURCHASE OF NOTE:

As of the time each credit application of a Client is submitted to Scratchpay for approval, Provider represents and warrants to Scratchpay that Provider has no knowledge that any information provided to Scratchpay in, or in connection with, the credit application is false or incomplete in any material respect when provided.

As of the time each Note is offered to Scratchpay for purchase, and as of the time the purchase price of each Note which Scratchpay elects to purchase from Provider is due to be paid, and - with respect to information furnished by Provider - as of the time any information is furnished to Scratchpay by Provider, Provider represents and warrants to Scratchpay as follows:

  1. With respect to each Note offered by Provider to Scratchpay, (a) any and all information previously furnished by Provider to Scratchpay regarding the Client, the services performed, or the Note, and any and all such information furnished by Provider to Scratchpay subsequent to Scratchpay’s purchase of the Note, was and shall be true and correct in all material respects when furnished; (b) the downpayment (if applicable) disclosed on the Note was paid by the Client and was not financed, in whole or in part, by Provider; (c) Provider has not received any payment or payments on the Note that have not been disclosed to Scratchpay in writing, and (d) Provider has no knowledge of any dispute by the Client regarding the services performed by Provider or the amount or terms of the Note.

  2. Each Note offered to Scratchpay for purchase: (a) evidences the obligation of the Client and any other persons who signed the Note to pay for veterinary services rendered by Provider at the request of the Client who signed the Note, and not for any services yet to be rendered; and (b) represents solely the unpaid balance of the deferred purchase price of veterinary services performed by Provider and does not represent or include, in whole or in part (i) cash disbursed to the Client or any other person, or funds disbursed to pay any obligation of the Client or any other person to a third party, (ii) refinancing of any existing obligation of the Client or a third party, or (iii) all or part of the price of any equipment, food, medicine, or other goods except as approved in writing by Scratchpay; and (c) is owned by Provider, free and clear of any liens and encumbrances, and has not been previously assigned to any other person or entity; and (d) to Provider’s knowledge, is genuine and is enforceable against the Client and any other persons who signed it.

  3. The Client who signed the Note is of legal age to enter into a contract such as the Note.

  4. Provider is duly licensed and authorized by applicable law to perform the veterinary services for which the Note was delivered to Provider, and the veterinary services have been performed.

If any of Provider’s representations, above, shall be untrue in any material respect, or if Provider shall breach any of the warranties set forth above, Provider will repurchase the Note from Scratchpay for cash within seven (7) days after demand from Scratchpay at a repurchase price equal to the entire unpaid balance of the Note (principal, finance charges, and other charges, if any) plus any amounts Provider owes Scratchpay under this Agreement at that time. Upon receipt of the repurchase price in collected funds, Scratchpay will electronically assign the Note to Provider without recourse and without warranty.

PROVIDER’S COVENANTS:

Provider agrees with Scratchpay as follows:

  1. If it is determined a Client is owed a refund or rebate for goods and/or services paid for using as payment to Provider a Note that is purchased by Scratchpay, Provider will promptly remit the refund or rebate to Scratchpay.

  2. Provider will maintain documentation of the sale of goods and/or services performed related to each Note purchased by Scratchpay for at least one year after the date Scratchpay purchased the Note and will furnish copies of same to Scratchpay promptly upon request.

  3. Provider will not request the Client to pay to Provider any payment on the Client’s Note after the Note has been purchased by Scratchpay. If any payment or payments are received by Provider on a Note that Scratchpay has purchased, Provider will send each payment to Scratchpay immediately upon receiving it.

  4. Provider will forward to Scratchpay promptly after receipt, at any time prior to or following Scratchpay’s purchase of the Note, a copy of any legal proceeding or communication that makes or threatens to make a claim relating to a Note that Scratchpay has purchased or the services performed by Provider in connection with the Note and that was sent by or on behalf of Provider’s Client or any governmental or regulatory authority.

TERM/TERMINATION.

This agreement will continue in effect until terminated as provided below.

  1. Provider may terminate this Agreement with or without cause upon fifteen (15) days written notice to Scratchpay.

  2. Scratchpay may terminate this Agreement and/or the Program with or without cause upon fifteen (15) days written notice to Provider.

  3. Notwithstanding the foregoing, any outstanding commitment of Scratchpay to purchase any Note(s) from Provider will terminate automatically without notice if Provider files or has filed against it a petition under any chapter of the United States Bankruptcy Code.

  4. Notwithstanding termination by either party (a) the terms of this Agreement will continue to apply with respect to all Notes purchased by Scratchpay which Scratchpay had committed to purchase prior to the effective date of the termination, (b) Scratchpay may use Provider’s name and marks for purposes of administering, collecting or liquidating all Notes purchased from Provider, and (c) the Indemnification section of this Agreement will continue to apply following termination.

INDEMNIFICATION.

  1. Provider agrees to indemnify, defend and hold harmless Scratchpay and its affiliates, officers, directors, employees, and agents (each, an “indemnified party”) from and against 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, set-off or chargeback (i) made or claimed by any Client or any other person or entity with respect to any services provided or products sold or provided by Provider, or the advertising or promotion involving any such products or services; (ii) caused by Provider’s noncompliance with any provision of applicable law or the terms of this Agreement, 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 violation by Provider of the intellectual property rights of any person or entity, (v) arising from circumstances relating to Provider that cause harm to or loss of reputation or goodwill to Scratchpay.

  2. The indemnity provided under this “Indemnification” section shall survive the termination of this Agreement.

MISCELLANEOUS.

  1. Ownership of Accounts and Information. Provider acknowledges that, following purchase of a Note by Scratchpay, Scratchpay will own the purchased Note and all information concerning the Client who signed the Note that was or is obtained in connection with the Program, and that Provider will no longer have any ownership rights or interests therein unless Provider has repurchased the Note from Scratchpay.
  2. Assignability. Provider may not assign this Agreement, or its rights or obligations hereunder, without the prior written consent of Scratchpay, which consent Scratchpay may withhold in its discretion. Scratchpay may assign this Agreement and any Note purchased hereunder at any time.
  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 of competent jurisdiction 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 this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.
  6. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof 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.
  7. Amendments. Scratchpay may amend this Agreement, including, without limitation, the purchase price of Notes, at any time upon not less than fifteen (15) days’ notice to Provider. Any such amendment by Scratchpay shall have prospective effect only and shall apply only to commitments to purchase Notes issued by Scratchpay on or after the effective date of the amendment. Otherwise, any modification to this Agreement must be signed by the parties. Scratchpay may from time to time change the terms of the Program, including the minimum and maximum principal amounts, rate of finance charge, and other terms of Notes which Scratchpay is willing to purchase. Scratchpay will notify Provider of any changes in the parameters of the Program.
  8. No Minimum Requirements. This Agreement provides the framework under which Provider may offer to sell Notes to Scratchpay and Scratchpay may agree to purchase Notes from Provider, and the terms of this Agreement will govern each offer and purchase of Notes between the parties, but Provider is not required to offer any minimum number of Notes to Scratchpay and Scratchpay is not required to purchase any minimum number of Notes from Provider.
  9. No Agency. Scratchpay and Provider are independent businesses. They are not partners or joint venturers, and neither is, or shall be deemed to be, the agent of the other for any purpose.
  10. 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 to an email address furnished for that purpose by the recipient of the notice to the party who sends the notice. Any notice to Scratchpay must be sent to Scratch Financial, Inc., 225 S. Lake Avenue, Suite 250, Pasadena, CA 91101, unless a different address for notices is provided in writing by Scratchpay.
  11. Provider Marks. Provider hereby grants Scratchpay a nonexclusive license to use Provider’s name, trademarks, logos and other marks in connection with the administration and operation of the Program and the collection of Notes, both during and after the term of this Agreement.
  12. Severability. If any provision of this Agreement is unlawful or unenforceable under applicable law, such provision shall not affect the enforceability of the remaining provisions hereof, and such provision shall be deemed amended as of the date of this Agreement to the extent necessary to cause it to be legal and enforceable. If that cannot be done, the remaining provisions of this Agreement shall be enforced without regard to the unlawful or unenforceable provision.