CANADA PROVIDER TERMS AND CONDITIONS (EXCLUDING QUEBEC)

Last Updated: March 14, 2025

These Scratch Financial ,Inc.- Canada Provider Terms and Conditions (“Scratch Terms”) form part of the Payment Services Agreement (the “Agreement”) entered into between Scratch Financial, Inc. (“Scratch”, “we”, “our” or “us”) and the provider named in the cover page of the Payment Services Agreement (the “Provider”, “you” or “your”). Scratch and Provider each may be referred to herein as a “Party” and collectively as the “Parties”.

Scratch utilizes its payment platform to allow you to accept payments from your customers in Canada (each a "Client") for the purchase of goods and/or services provided by you (the "Payment Services"). YOU AGREE TO BE BOUND BY THESE SCRATCH TERMS AND ANY OTHER TERMS, POLICIES AND GUIDELINES APPLICABLE TO THE PAYMENT SERVICES INCORPORATED BY REFERENCE HEREIN OR PRESENTED TO YOU. PLEASE PRINT OR OTHERWISE KEEP A COPY OF THESE SCRATCH TERMS FOR YOUR RECORDS.

We utilize third-party providers to provide certain aspects of the Payment Services (each an “Agent”), and you may be required to agree to those Agents’ terms of service, as further described in these Scratch Terms.

1. GENERAL PROVIDER REQUIREMENTS

1.1. Scratch Account. To access and use the Payment Services, you must open and maintain an account with Scratch (“Scratch Account”). You can view transactions and manage other aspects of the Payment Services through your Scratch Account. You must comply with all Scratch Account licenses and operating requirements relating to your business that are requested by Scratch including where presented to you when accessing and using your Scratch Account. You are responsible for the security and confidentiality of your login credentials to the Scratch Account, and you are liable for all access and use of your Scratch Account, including use of the Payment Services. Except as required by law, you are solely responsible for reviewing and retaining records of all transactions and other data associated with your Scratch Account and your use of the Payment Services. If you believe that there is an error or unauthorized activity on your Scratch Account or in connection with your use of the Payment Services, you must contact us immediately at [email protected].

1.2. Linked Bank Account. In order to receive Settlement (defined in Section 2.1 of these Scratch Terms) of Client payments, you must link a verified bank account belonging to you to your Scratch Account ("Linked Bank Account") and you must take all necessary actions and provide all necessary authorizations to permit such linking. You authorize Scratch to (a) initiate credit entries (including Settlements) and to initiate, when necessary, debit entries and adjustments for erroneous credit entries, to the Linked Bank Account, and (b) initiate debit entries and to initiate, when necessary, credit entries and adjustments for erroneous debit entries, to the Linked Bank Account. You agree to enter into a Pre-Authorized Debit Agreement(s) (each a “PAD Agreement”) with Scratch prior to receiving any Payment Services. You agree not to dispute credits and debits with your bank for transfers authorized under the Agreement.

1.3. Agents. The Payment Services, in part, rely on our Agent, Stripe Payments Canada, Ltd. (“Stripe”), and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By accepting payments through the Payment Services, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the Payment Services, you agree to provide Scratch accurate and complete information about you and your business, and authorize Scratch to share that and other information related to your use of the Payment Services with Stripe. Payment Services are governed by the payment network applicable to the transaction, including American Express Canada, Discover, MasterCard Canada, Visa Canada, and Interac (“Payment Networks”), under their respective rules, regulations, bylaws and other requirements (“Payment Network Rules”). Your obligations under the Agreement neither replace nor supersede any obligation you have under the Stripe Services Agreement or other Agents’ terms of service.

Scratch is not a bank and does not offer banking services. Scratch does not hold or own settlement funds; provide clearing services; transmit, receive, take possession of or hold settlement funds for transmission; nor does it advertise, solicit or hold itself out as receiving money for transmission.

1.4. Provider Fees. You agree to pay all applicable charges and fees set out in the Pricing Addendum forming part of the Agreement ("Provider Fees") for use of the Payment Services. Except as otherwise agreed to by you and Scratch, Provider Fees will be calculated at the time a transaction is processed and will be deducted from your Settlement. Subject to the requirements of the Code of Conduct for the Payment Card Industry in Canada (the “Code”), Scratch may change the Provider Fees at any time by notifying you in accordance with the Code prior to such change and you will have the right to exercise any cancellation rights afforded to you under the Code. Unless otherwise agreed in a legally binding written agreement between you and Scratch, you will neither impose nor otherwise require Client to pay for any part of any Provider Fee or other charge assessed by Scratch, whether through surcharge, additional fee or increase in the price of goods or services. You agree and acknowledge that Scratch may charge its own fees directly to the Clients for its services.

1.5. Provider Information and Identity Verification. At the time you sign up for the Payment Services, and upon Scratch’s request, you agree to provide Scratch and its Agents with all information, including valid license(s) issued to provide services and goods, your Business Number (BN), owner information, beneficial owner information, financial statements (collectively, “Provider Information”), reasonably necessary for Scratch or any of its Agents to verify your information, including your identity, status, financial standing and other requirements for your use of the Payment Services. You further authorize Scratch and its Agents to request information about you from third parties. Scratch and its Agents may periodically obtain additional reports to determine whether you continue to meet the requirements for a Scratch Account and use of the Payment Services. Scratch will treat Provider Information as Provider’s Confidential Information in accordance with the Agreement; provided, however, that you authorize Scratch to share information about you, including your application (including whether you are approved or declined), Scratch Account, transactions made via the Payment Services, and information from third parties, with our Agents, and as otherwise specified in our Privacy Policy for Providers. You further authorize Scratch’s Agents to share information with us about you and your transactions with such Agents, in order for us to provide the Payment Services, service your Scratch Account, and market related products and services. If Scratch is unable to verify your identity or if you make any misrepresentations about your identity (including providing falsified/counterfeit documents), Scratch will have the right to immediately terminate your account at its discretion and without further notice.

1.6. Requests for Additional Information and Inspection. Scratch and its Agents may request additional information from you at any time. For example, Scratch may ask you to present invoices from your suppliers, a government issued identification such as a passport or driver's license, a business license, or other information. Scratch may also ask for permission to inspect your business location. If you refuse any of these requests, your access to the Payment Services may be suspended or terminated.

1.7. Changes to Payment Services. Scratch may make changes to Scratch Accounts and the Payment Services, including any feature, functionality or payment method. We will provide prior notice of such changes where reasonably possible and where required, in accordance with the Code, but may make changes without notice in some cases where permitted by applicable laws, including emergencies and to comply with law, Payment Network Rules and government authorities. Notwithstanding the foregoing, in respect of any new Payment Services, we will seek your express consent in accordance with the Code to accept a new payment processing product or service.

2. SETTLEMENT

2.1. Settlement. Client payments will be settled to your Linked Bank Account, less any applicable Provider Fees (defined in Section 1.4 of these Scratch Terms), Chargebacks (defined in Section 2.2 of these Scratch Terms), and any other amounts that we are authorized to withhold under the Agreement ("Settlement"). The timing and other conditions of Settlement are subject to the Stripe Services Agreement and the Payment Network Rules applicable to the transaction.

2.2. Chargebacks. (a) In the event a Client contests a transaction, whether as an unauthorized charge, due to a dispute with you regarding provision of any good or service (including the delivery or non-delivery, and performance or non-performance, of goods and services), or for any other reason, the amount of the transaction may be reversed or charged back to your Scratch Account (a "Chargeback"). For any transaction that results in a Chargeback, we or our Agent may withhold the Chargeback amount from Settlement, as well as any associated Provider Fees, fines, and penalties assessed by a Payment Network or such Agent. Further, if we reasonably believe that a transaction is likely to result in a Chargeback, we or our Agent may withhold the amount of the potential Chargeback from Settlement until we or the Agent has determined that a Chargeback will not occur for that transaction.

(b) You are solely responsible for Chargebacks that arise from use of the Payment Services, including any obligation to dispute the Chargeback under the Stripe Services Agreement. Without limiting the foregoing, we will provide reasonable assistance to you in contesting a Chargeback, provided that you cooperate in investigating the Chargeback and provide us sufficient evidence (in our sole, commercially reasonable, determination) that adequately refutes the Chargeback, within five days of request. Such evidence may include records of the goods and services provided to Client; receipts indicating Client's authorization to purchase the goods and services; and/or records of successful delivery or performance of the goods and services. Failing to cooperate or provide information in a timely manner may result in the Chargeback being resolved against you.

(c) You agree that we may share information with a Client about your transactions, including a Chargeback, the issuer of the Client's payment method and the relevant Agent, in order to investigate and mediate a Chargeback. If the Chargeback is resolved in your favor, the corresponding funds will be released to you with the next Settlement. If a Chargeback dispute is not resolved in your favor or you choose not to contest the Chargeback, we may retain or recover the Chargeback amount and any associated Provider Fees.

(d) If we believe you might incur, or you are incurring, an excessive amount of Chargebacks, we may establish additional conditions governing your use of the Payment Services, including (i) revising or establishing new Fees in accordance with the Code, (ii) requiring you to create a Reserve Account (defined in Section 5 of these Scratch Terms), (iii) delaying Settlement, or (iv) terminating or suspending your access to the Payment Services.

(e) If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You will pay all costs and expenses, including legal fees and other expenses, incurred by us for the collection of all amounts unpaid by you.

2.3. Refunds. You agree to (a) maintain fair and legally compliant refund, return and/or exchange policies, (b) post such policies in a clear and conspicuous manner at the point-of-sale or other location that is clear and readily noticeable before Client completes a purchase, and (c) comply with such policies with respect to any purchase that is paid for using the Payment Services.

If Client is eligible for a refund (including as a result of a reduction in the purchase price) in connection with a purchase paid for using the Payment Services, you will be permitted to and you agree to process the refund (including returns and adjustments) through your Scratch Account at no additional Provider Fee. You may not offer cash nor any other form of refund except as specifically permitted by us or the Payment Network Rules.

The amount of the refund must include associated taxes required to be refunded and will not exceed the amount shown as the total on the original sales receipt. If your refund policy prohibits returns or is unsatisfactory to the Client, be aware that you may still receive a Chargeback relating to the transaction.

If the funds available in your Scratch Account are insufficient to cover a refund, we may exercise our rights set forth in Section 6 of these Scratch Terms, including withdrawing the refund amount from your Linked Bank Account or any Reserve Account, or withholding the refund amount from your next Settlement.

3. COMPLIANCE

3.1. Payment Network Rules. You acknowledge, agree, and understand that your transactions are governed by applicable Payment Network Rules. You will comply with the Payment Network Rules, including requirements for the use of Payment Network Marks (as defined in Section 3.2 of these Scratch Terms), acceptance of payment methods, and provision of receipts, and agree that the Payment Networks can and do amend the Payment Network Rules and that Scratch and our Agents may be, likewise, required to change the terms of the Agreement or the Agent's terms of service.

3.2. Payment Network Logos and Marks. Your use of Payment Network logos and marks ("Payment Network Marks") is governed by the Payment Network Rules. The Payment Networks are the sole and exclusive owners of their respective Payment Network Marks. You will not contest the ownership of the Payment Network Marks, and any Payment Network may prohibit you from using its Payment Network Marks for any reason and at any time. Scratch may require you to make modifications to your website and other advertising and signage in order to comply with Payment Network Rules.

3.3. PCI Compliance. The Payment Services are intended to allow you to process payments without the need for collecting and storing sensitive payment method information. Nevertheless, if you store, process or transmit a Client's payment method information, you will comply with all applicable payment method security requirements, including the Payment Card Industry Data Security Standards (PCI-DSS) and all other security requirements under the Payment Network Rules.

3.4. Customer Service. You are solely responsible for all customer service and issues relating to your goods and services, including (a) pricing, (b) order fulfillment, (c) cancellations and no shows by you or a Client, (d) returns, refunds, adjustments, and rebates, (e) functionality and warranty, (f) technical support, and (g) feedback concerning experiences with your personnel, policies and processes.

3.5. Taxes. You are responsible for determining all taxes assessed, incurred, and required to be collected, paid, or withheld for any reason for your use of the Payment Services ("Taxes"). You are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit Taxes to any tax authority arising from any transaction. Scratch specifically disclaims all liability for Taxes. To the extent required by law, Scratch or its Agent will report information about you and your use of the Payment Services to the applicable tax authority.

4. PROHIBITED, RESTRICTED USE

4.1. Prohibited Use. You may only use the Payment Services for the sale of goods and services to Clients in Canada in your normal course of business, as disclosed to and approved by Scratch.

Without limiting the foregoing, you may not use the Payment Services for any of the following: (a) illegal goods and services, (b) paraphernalia that may be used for illegal activity, (c) buyers or membership clubs, including dues associated with such clubs, (d) credit counseling and credit repair agencies, (e) credit protection and identity theft protection services, (f) direct marketing and subscription offers and services, (g) infomercial sales, (h) internet/mail order/telephone order pharmacies and pharmacy referral services (where fulfillment of medication is performed with internet or telephone consultation, absent a physical visit, including re-importation of pharmaceuticals from foreign countries), (i) multi-level marketing businesses, (j) inbound and outbound telemarketers, (k) prepaid phone cards and phone services, (l) rebate based businesses, (m) up-sell merchants, (n) bill payment services, (o) betting, including lottery tickets, sports related gambling, casino gaming chips, off-track betting, and wagers at races, (p) manual and automated cash disbursements, (q) prepaid cards, checks, insurance and other financial merchandise and services, (r) sales of money-orders and foreign currency, (s) high-risk products and services, including telemarketing sales, (t) automated fuel dispensers, (u) adult entertainment oriented products and services (via any medium, including internet, telephone, and printed material), (v) sales of (i) firearms, firearm parts and hardware, and ammunition; and (ii) weapons and other devices designed to cause physical injury, (w) internet/mail order/telephone order of age restricted products (e.g., tobacco), (x) collection of pre-existing debt, (y) hateful and harmful products, and (z) escort services.

4.2. Suspected Fraud, Illegal Transactions, Harm. We and our Agents may refuse to process a transaction or withhold Settlement, if we or the Agent believe that the transaction is in violation of the Agreement, applicable law, any other agreement with Scratch, or that it exposes you, Clients, other Scratch providers, our Agents or Scratch to harm (including fraud and other criminal acts). If we suspect that your Scratch Account or the Payment Services have been used for an unauthorized, illegal, or criminal purpose, you agree, acknowledge and understand that Scratch has the right, and you authorize us, to share information about you, your Scratch Account, and any of your transactions with law enforcement and other applicable governmental authorities, as deemed necessary by Scratch, our Agents and their financial institution partners. Additionally, we may withhold Settlement or your access to your Scratch Account, as necessary to comply with applicable law, Payment Network Rule or court order, or if requested by any governmental entity, Agent or Payment Network.

4.3. Other Restrictions. You agree not to (a) act as a payment facilitator or otherwise resell the Payment Services to any third party, (b) use the Payment Services to handle, process or transmit funds for any third party, and (c) use the Payment Services to process cash advances.

5. RESERVE ACCOUNT

5.1. In our sole discretion, we may require you to maintain a separate reserve account (a "Reserve Account"), in an amount reasonably determined by us to cover potential losses to Scratch arising from your failure or potential failure to perform your obligations, including Provider Fees, Chargebacks, refunds, levies, liens, and garnishments. The Reserve Account amount may be raised, reduced or removed at any time by Scratch in its sole discretion.

5.2. You will maintain the Reserve Account at the required amount at all times. If any amount is debited from the Reserve Account, you agree to replenish the Reserve Account no later than three business days following such debit. If you fail to maintain sufficient funds in the Reserve Account, you acknowledge, agree and understand that Scratch has the right, and you authorize us, to fund the Reserve Account by withholding the appropriate amount from your Settlement or debiting your Linked Bank Account.

6. WITHHOLDING, SETOFF AND SECURITY INTEREST

6.1. You authorize us to debit, charge, setoff against or otherwise recover funds you owe us and belong to us from any Settlement, your Linked Bank Account or any Reserve Account. You further authorize us to debit or credit your Linked Bank Account or Reserve Account to correct processing errors. If the error caused you to receive less funds than owed, you will be credited for the difference in the next Settlement. If the error caused more funds to be settled than what was owed, we may recover the excess funds at any time. You have 30 days from and including the transaction date to notify us if you submit a transaction in error, including the incorrect amount. Your failure to do so will be deemed a waiver of any claim you have to such amount(s).

6.2. You grant us a security interest in and lien on any and all funds held in your Scratch Account, Linked Bank Account (solely with respect to Settlement funds) and Reserve Account, and authorize us to make withdrawals or debits from said accounts without prior notice, in order to collect amounts that you owe us, any of our Agents, a Payment Network, government authority or other third party under the Agreement. You will promptly do such acts and execute all additional documentation requested by us or our Agent (including with the financial institution holding any such accounts) required to perfect our security interest in such accounts and permitting Scratch to take control over such accounts. This security interest survives for as long as you have outstanding obligations to us under the Agreement.

6.3. Your failure to fully pay amounts that you owe us on demand is a breach of the Agreement. Per this section and section 16.5 of these Scratch Terms, you will be liable for all costs and expenses incurred by us or on our behalf associated with collection on top of amounts owed, including legal fees and expenses, collection agency fees, and any applicable interest.

7. INDEMNITY

In addition to indemnity obligations under other Scratch agreements, you will indemnify, defend, and hold us and our Agents (and our and their respective affiliates, officers, directors, employees, and agents) harmless from losses, liabilities, costs, expenses and damages of any kind (including without limitation costs, expenses and reasonable legal fees incurred by any indemnified party) arising out of any third-party (including Client) claim, complaint, or Chargeback relating to or arising from (a) your breach of the Agreement or any agreement with any of our Agents (including breach of applicable law and any Payment Network Rules); (b) your use of the Payment Services and any transaction submitted by you through the Payment Services, including the accuracy of any price, content or product, service, or transaction information that you provide; or (c) claim or dispute arising out of the goods and services offered or sold by you.

8. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, SCRATCH MAKES NO REPRESENTATIONS OR WARRANTIES, AND PROVIDES NO CONDITIONS, OF ANY KIND, NATURE OR DESCRIPTION, WHETHER STATUTORY, EXPRESS OR IMPLIED, ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT, ERROR-FREE OPERATION, MERCHANTABILITY, OR QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY

9.1. Except with respect to your indemnification and payment obligations set forth in the Agreement, in no event will either Party be liable to the other for indirect, special, incidental, consequential, punitive or exemplary damages (including lost profits or revenue), arising out of, in connection with, or in any way relating to, the Agreement or a Party's acts or omissions under the Agreement, whether in contract, tort (negligence or strict liability), or other legal or equitable theory and regardless if such Party knew or should have known of the possibility of such damages.

9.2. Scratch's aggregate liability for any direct damages to you under the Agreement will not exceed the total amount of Provider Fees paid by Provider to Scratch in the immediately preceding 12 months from the date a Provider claim against Scratch first arises under the Agreement. This limitation of liability will apply regardless of the claim, whether in contract, tort (negligence or strict liability), or other legal or equitable theory and regardless if Scratch knew or should have known of the possibility of such damages.

10. REPRESENTATIONS, WARRANTIES, AND COVENANTS.

10.1. With each transaction you process through the Payment Services, you represent, warrant and covenant that: (a) the transaction represents a bona fide sale; (b) the transaction accurately describes pricing, goods and services provided; (c) you will fulfill all of your obligations to the Client and resolve any dispute or complaint directly with the Client; (d) you and the transaction comply with all applicable federal, provincial, territorial, and local laws, rules and regulations; (e) except in the ordinary course of business, you will not submit a transaction that represents a sale to any principal, partner, proprietor, or owner of Provider; and (f) you will not submit a transaction involving your own payment methods, e.g., corporate cards issued to your employees.

10.2. You further represent, warrant and covenant to us that:

(a) You have necessary power and authority to enter into the Agreement and certificates, licenses, authorizations and/or approvals to perform your obligations hereunder to (i) provide the goods and services for which a payment may be accepted; and that (ii) your provision of such goods and services do not violate applicable law;

(b) There is no claim, litigation, proceeding, arbitration, investigation or material controversy pending, against or affecting you that will have a material adverse effect on your or Scratch's ability to perform its obligations under the Agreement;

(c) To the best of your knowledge after due inquiry, no such claim, litigation, proceeding, arbitration, investigation or material controversy has been threatened or is contemplated against you; and

(d) Any information furnished by you is true and correct in all material respects when furnished; and you will immediately notify Scratch of updates and corrections to such information in the event any portion becomes untrue or incorrect.

11. SUSPENSION, TERMINATION, ACCOUNT CLOSURE

11.1. Suspension. You agree, acknowledge and understand that, notwithstanding anything in the Agreement to the contrary, Scratch may, in its sole discretion, suspend your access to and use of the Payment Services, if we suspect that you are or may be in breach of the Agreement, any Agent's terms of service, applicable law, or if an Agent or government authority instructs us to suspend your use of the Payment Services. If your access to and use of the Payment Services has been suspended, you may still be permitted to use Scratch's other products at our sole discretion.

11.2. Termination. You agree, acknowledge and understand that, notwithstanding anything in the Agreement to the contrary, Scratch may, in its sole discretion, terminate your access to and use of the Payment Services. We will make commercially reasonable efforts to provide you with prior notice of such termination, however, we may not give you prior notice if: (a) you close your Scratch Account, (b) we terminate as a result of your breach of the Agreement, an Agent's terms of service or applicable law, or (c) an Agent or government authority instructs us to terminate your use of the Payment Services. If your access to or use of the Payment Services has been terminated, you may still be permitted to use Scratch's other products at our sole discretion.

In addition to any other termination rights that you may have under the Agreement or at law, you will have the right to terminate the Agreement by providing us 30 days notice in accordance with Section 16.10 of these Scratch Terms.

11.3. Effect of Suspension, Termination. Upon suspension or termination of the Agreement, you will immediately cease using the Payment Services until such suspension is lifted by Scratch. In the case of termination, all licenses or other rights granted to you will immediately and automatically terminate and revert to their owners. You will immediately remove all signage, logos, marketing materials and similar displays relating to Scratch or the use of the Payment Services from your physical and online locations and all Client channels. Notwithstanding a suspension or termination, you will remain responsible and liable under the Agreement, and Agents’ terms of service, for transactions submitted for processing prior to suspension or termination, including for subsequent refunds and Chargebacks. Any Settlements due at or after the time of suspension or termination will be paid out according to the terms hereof.

11.4. Survival. Any provision of the Agreement which by its nature extends beyond the termination of the Agreement, will survive the termination of the Agreement, including: Sections 1.2-1.5; 2; 4-9; 11.3 and 12-16, and this Section 11.4 of these Scratch Terms.

12. CONFIDENTIALITY

12.1. “Confidential Information” means information material to the operations of the Parties that cannot be learned outside of that Party’s business. Confidential Information exists in all forms: written, spoken, observed, electronic, and otherwise. Except as provided below, the Party receiving Confidential Information (“RP”) will keep confidential and not disclose to any third party, the disclosing Party's (“DP”) Confidential Information, or any of the terms and conditions of the Agreement, without the prior written consent of the DP. The RP will take care to prevent the disclosure of DP’s Confidential Information with at least the same degree of care that RP takes to protect its own confidential information of a similar nature, but in any case, no less than an appropriate and reasonable degree of care.

12.2. RP may disclose DP’s Confidential Information to its employees, service providers and affiliates who are informed of the confidential nature of the information and have agreed to be bound by confidentiality obligations at least as stringent as those herein and where such disclosure and/or utilization of Confidential Information is solely for the purpose of (a) performing RP’s obligations under the Agreement or (b) when required to be disclosed by law, regulation, court order, or other legal authority, provided that prior to the disclosure of Confidential Information, RP will, as applicable, (x) notify and reasonably cooperate with DP prior to disclosure so that DP has an opportunity to seek a protective order or other relief, (y) disclose only such information as is required by the law or regulation or court order or other legal authority, and (z) use commercially reasonable efforts to obtain confidential treatment of any Confidential Information so disclosed.

12.3. A RP’s confidentiality obligations will not apply to information (a) in the public domain, except where such information entered the public domain due to a breach of the Agreement, (b) that RP rightfully possessed before it received the Confidential Information from DP, (c) is furnished to RP by a third party free of any obligation of confidentiality, or (d) is developed by RP wholly independent from the Confidential Information. 12.4. RP agrees to return or destroy DP’s Confidential Information (in any form and including all summaries, copies and excerpts) promptly following DP’s request. At DP’s option, RP will provide written certification of its compliance with this paragraph within seven days following the date of such request.

12.5. In the event of any breach of a Party's confidentiality obligations, the Parties agree that the non-breaching Party will suffer irreparable harm and the total amount of monetary damages for any injury to the non-breaching Party from any violation by the breaching party will be difficult or impossible to calculate and will therefore be an inadequate remedy. Accordingly, the Parties agree that the non-breaching Party may obtain temporary and permanent injunctive relief against the breaching Party, in addition to any other rights or remedies that the non-breaching Party may be entitled at law, in equity, and under the Agreement.

12.6. No Party will obtain any proprietary rights in any Confidential Information that has been (or at any time after the date of the Agreement is) disclosed, directly or indirectly, to it by another person under the Agreement, except as may be expressly provided in the Agreement.

12.7. You may not, without Scratch's express written approval, issue any press release or otherwise advertise, make a public statement or disclose to any third party any information about the Parties' relationship under the Agreement, the existence of the Agreement or payments between Clients and you, except as otherwise provided for in the Agreement.

12.8. Except for information owned by an Agent, you acknowledge that Scratch owns all other information concerning the Payment Services, including your Scratch Account (collectively, "Scratch Information"), and that you have no ownership rights therein. You will treat such Scratch Information as Scratch's Confidential Information. For clarity, the foregoing does not prevent you from collecting and owning information about a Client unrelated to the Payment Services (for example, information about a Client relating to its receipt of your goods and services), and such information will not be considered Scratch Information. Transaction and related information arising from the Payment Services not deemed Scratch Information will be governed by your agreement with the relevant Agent.

13. DATA PROTECTION

13.1. You are fully responsible for your collection, storage, disclosure and use of, and access to, Scratch Information under your control or made available to you under the Agreement. You will prevent collection, storage, disclosure, use of, and access to, Scratch Information not expressly authorized by the Agreement. Without limiting your other obligations hereunder (including your confidentiality obligations), you will implement and maintain a comprehensive and effective written information security program appropriate to the nature of the Scratch Information that: (a) contains administrative, technical and physical safeguards to identify, assess and protect against any reasonably foreseeable anticipated or actual threats and hazards (whether internal or external) to the security and integrity of Scratch Information, including threats of loss, theft, unauthorized access, use, disclosure and other unauthorized processing of Scratch Information and any failure of security controls protecting Scratch Information, (b) meets industry best practices for such safeguards, and (c) complies with all applicable data protection and privacy laws.

13.2. You will monitor the sufficiency of your safeguards. You will review the scope of your security measures at least annually. Such review will include risk assessments, regular testing, and otherwise monitoring the effectiveness of key controls, systems and procedures to confirm your safeguards are operating in a manner that is reasonably calculated to prevent and detect unauthorized access to, use, and disclosure of Scratch Information. Scratch reserves the right to review, upon request, your policies, procedures and practices used to maintain the privacy, security and confidentiality of Scratch Information.

14. INTELLECTUAL PROPERTY

14.1. Notwithstanding anything in the Agreement (other than Section 3.2 of these Scratch Terms), Scratch owns all intellectual property rights, title and interest in and to the Payment Services, including the Scratch name, trademarks, copyrights, processes, trade secrets or other such proprietary rights, any Scratch documentation and technology (including the Dashboard), and anything developed by Scratch hereunder.

14.2. Except for any licenses granted to you, nothing in the Agreement is intended to transfer or assign any such intellectual property rights to you. Any rights not expressly granted are reserved by Scratch (subject to Section 3.2 of these Scratch Terms).

14.3. You agree that you will neither attempt, nor disassemble, decompile or otherwise reverse-engineer any software, code or other trade secret provided by Scratch or any of its Agent.

14.4. You hereby grant Scratch a non-exclusive license to use your name, trademarks, logos and other marks in connection with the administration and operation of the Payment Services, for inclusion in marketing materials relating to the Payment Services (solely to reflect your use of the Payment Services), and collecting or liquidating any Scratch Accounts.

15. BINDING INDIVIDUAL ARBITRATION

15.1. All disputes, disagreements, controversies, questions or claims arising out of or relating to the Agreement, the Payment Services or this Section 15, including, without limitation, with respect to its formation, execution, validity, application, interpretation, performance, breach, termination or enforcement, (“Disputes”), will be determined by a sole Arbitrator (the “Arbitrator”) under the International Commercial Arbitration Act, 2017 (Ontario) (the “International Act”). In addition:

(a) ANY ARBITRATION UNDER THE AGREEMENT WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. PROVIDER WAIVES ANY RIGHT TO HAVE ITS CASE DECIDED BY A JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST SCRATCH.

(b) for certainty, article 34 in Schedule 2 of the International Act will apply to the arbitration of a Dispute;

(c) the Arbitrator will be selected by the Parties. If the Parties cannot agree, the Arbitrator will be appointed by a judge of the Superior Court of Justice of Ontario on the application of any Party on notice to all the other Parties. No individual will be appointed as Arbitrator unless he or she agrees in writing to be bound by the provisions of this Section 15;

(d) the law of Ontario will apply to the substance of all Disputes;

(e) the arbitration will take place in the City of Toronto unless otherwise agreed in writing by the Parties;

(f) the language to be used in the arbitration will be English;

(g) the Arbitrator, after giving the Parties an opportunity to be heard, will determine the procedures for the arbitration of the Dispute, provided that those procedures will include an opportunity for written submissions and responses to written submissions by or on behalf of all Parties, and may also include an opportunity for exchange of oral argument and any other procedures as the Arbitrator considers appropriate. However, if the Parties agree on a code of procedures or on specific matters of procedure, that agreement will be binding on the Arbitrator;

(h) the Arbitrator will have the right to determine all questions of law and jurisdiction, including questions as to whether a Dispute is arbitrable, and will have the right to grant legal and equitable relief including injunctive relief and the right to grant permanent and interim injunctive relief, and final and interim damages awards. Subject to Section 15.1(k) of these Scratch Terms, the Arbitrator will also have the discretion to award costs, including reasonable legal fees and expenses, reasonable expert’s fees and expenses, reasonable witnesses’ fees and expenses pre-award and post-award interest and costs of the arbitration, provided that the Arbitrator will not make an award of costs on a distributive basis;

(i) the Parties intend, and will take all reasonable action as is necessary or desirable to ensure, that there be a speedy resolution to any Dispute, and the Arbitrator will conduct the arbitration of the Dispute with a view to making a determination and order as soon as possible;

(j) the Parties desire that any arbitration should be conducted in strict confidence and that there will be no disclosure to any person of the existence or any aspect of a Dispute except as is necessary for the resolution of the Dispute. Any proceedings before the Arbitrator will be attended only by those Persons whose presence, in the opinion of any Party or the Arbitrator, is reasonably necessary for the resolution of the Dispute. All matters relating to, all evidence presented to, all submissions made in the course of, and all documents produced in accordance with, an arbitration under this Section, as well as any arbitral award, will be kept confidential and will not be disclosed to any Person without the prior written consent of all the Parties except as required in connection with an application of a Party under article 34 or article 35 in Schedule 2 of the International Act, by applicable laws, or by an order of an Arbitrator;

(k) The fees of the Arbitrator will be paid by Scratch for individual arbitrations brought in accordance with this Section for all claims totaling less than $10,000 unless the Arbitrator determines that Provider's claims were frivolous. All other arbitrations will be paid equally by the Parties. Notwithstanding the foregoing, where either Party prevails on any claim for which the prevailing Party is legally entitled to legal fees, the prevailing Party may seek to recover those fees from the Arbitrator; and

(l) Subject to article 33 in Schedule 2 of the International Act, all awards and determinations of the Arbitrator will be final and binding on the Parties, and there will be no appeal of any such award or determination on any grounds.

15.2. Interim Relief

(a) Prior to the appointment of the Arbitrator, the Parties may apply to the courts for interim relief. A request for interim relief by a Party to a court will not be considered to be incompatible with Section 15.1 or as a waiver of that provision.

(b) At the request of any Party, the Arbitrator may take any interim measures that the Arbitrator considers necessary in respect of the Dispute, including measures for the preservation of assets, the conservation of goods or the sale of perishable goods. The Arbitrator may require security for the costs of those measures.

15.3. Limitations

(a) The law with respect to limitation periods that would apply to a court proceeding also applies to an arbitration, as if the arbitration were an action and a claim made in the arbitration were a cause of action.

(b) This Section 15 does not limit or exclude any rights that you have under the Code to make a complaint to, and have the complaint handled by, Scratch.