Program Agreement for Providers (Providers)
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Program Agreement for Providers (Providers)


Scratch Financial, Inc. (“Scratchpay”) located at 225 S. Lake Avenue, Suite 250, Pasadena, CA 91101 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 (“Scratchpay Payments”), in accordance with the terms herein.

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. 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, without limitation, the following:

  1. Display point-of-sale signage relating to the Program which is distributed or approved by Scratchpay.
  2. Acknowledge that no Scratchpay Payment is authorized until Provider receives a payment authorization email notification from Scratch.
  3. Call Scratchpay’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 Scratchpay’s Pricing Schedule (Exhibit A) governing the Program.
  5. Respond within seven (7) days to any inquiry from Scratchpay, and fully cooperate with Scratchpay in resolving disputes concerning Scratchpay 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:

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

Settlement Process:

  1. Upon receiving confirmation through the Provider's Scratchpay Dashboard (from the Provider) of the finalized Scratchpay Payment amount used by the Provider's client, Scratchpay will send the Scratchpay Payment or Settlement Amount to the Provider. The Settlement Amount is a Scratchpay Payment less the total of (i) any Provider Fees and/or (ii) any amounts being refunded by Provider.
  2. Provider acknowledges that Scratchpay may debit the bank account specified by Provider for the amount of any Provider Fees according to this Program and/or subtract the amount of any Provider Fees from the Scratchpay Payment for settlement payment.
  3. Provider will not (i) impose any surcharge on purchases made with Scratchpay, (ii) require the client to pay any part of any charge assessed by Scratchpay 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 Scratchpay Payment. If proceeds of any confirmed Scratchpay Payment have been sent to Provider prior to Scratchpay’s discovery of any of the defects herein, Scratchpay may charge back the amount sent to Provider.

Refunds:

  1. Provider acknowledges that Provider may request to refund all or part of a previously confirmed Scratchpay Payment. If the request is made within 30 days of the previously confirmed date, the Provider’s bank account may be debited for the Settlement Amount associated with the refund request. If the request is made within 30 days of the previously confirmed date and the Provider’s bank account is not charged, the Settlement Amount associated with the refund request may be applied towards any amount Scratchpay owes Provider, subtracting the amount owed to Scratchpay from future credits to Provider until the negative balance is covered.
  2. Provider acknowledges that if the refund request is made more than 30 days after the previously confirmed date, the Provider’s bank account may be charged (i) the Settlement Amount and (ii) the Transaction Fee associated with the refund request. If the request is made more than 30 days after the previously confirmed date and the Provider’s bank account is not charged, the Settlement Amount and Transaction Fee associated with the refund request may be applied towards any amount Scratchpay owes Provider.

ACH Authorization:

  1. This Agreement governs ACH transactions initiated by Scratchpay to credit or debit the Provider. Both parties agree to be bound by NACHA Operating Rules as they pertain to all ACH transactions initiated by Scratchpay that credit or debit the Provider’s bank account and acknowledge that the origination of ACH transactions to the Provider’s bank account must comply with provisions of U.S. law.
  2. This Agreement provides authorization for individual or recurring CCD transactions to be initiated by Scratchpay when individually authorized using methods including, but not limited to, Dashboard, phone, fax, email, and written. Provider authorizes Scratchpay to initiate credit entries and to initiate, if necessary, debit entries and adjustments for any credit entries in error to Provider’s bank account. Provider also authorizes Scratchpay to initiate debit entries and to initiate, if necessary, credit entries and adjustments for any debit entries in error to Provider’s bank account. Provider agrees not to dispute any debits with its bank provided the transaction(s) correspond to the terms indicated in this Agreement.
  3. Provider understands that ACH authorization will remain in effect until it is canceled in writing, and agrees to notify Scratchpay in writing at least 15 days in advance of any changes in its account information or termination of this authorization.

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 Scratchpay.
  2. On behalf of Scratchpay, Provider shall store original documentation of the sale of goods and/or services related to each Scratchpay Payment for at least one year from the date of the respective Scratchpay Payment.
  3. Any and all information previously furnished by Provider to Scratchpay, 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 Scratchpay Payment for the purpose of (i) disbursing cash to the Account-holder, or (ii) refinancing an existing debt.
  5. Provider will forward to Scratchpay 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 Scratchpay Payment for services not yet rendered, unless those services are (i) intended to be (and are) completed within thirty (30) days of the Scratchpay Payment, or (ii) for out-of-pocket costs incurred, within thirty (30) days of the Scratchpay Payment.

Term/Termination/Suspension.

  1. Provider may terminate this Agreement without cause upon fifteen (15) days written notice to Scratchpay.
  2. Scratchpay 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 Scratchpay Payment(s) occurring, prior to the effective termination date (by way of example, settlement, returns, submission of credits, and processing of chargebacks), and (ii) Scratchpay may use Provider’s name and marks for purposes of administering, collecting or liquidating Accounts.

Indemnification.

  1. Provider agrees to indemnify, defend and hold Scratchpay 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 Scratchpay.
  2. The indemnity provided under this Section shall survive the termination of this Agreement.

Miscellaneous.

  1. Ownership of Accounts and Information. Provider acknowledges that Scratchpay 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 Scratchpay.
  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 Scratchpay must be sent to Scratchpay, 225 S. Lake Avenue, Suite 250, Pasadena, CA 91101 unless a different address for notice is later provided in writing by Scratchpay.
  8. Provider Marks. Provider hereby grants Scratchpay 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.