Updated: March 16, 2026
This MANUFACTURER OFFER PROGRAM AGREEMENT ("Agreement") sets forth the terms and conditions governing the participation of the enrolling clinic ("Clinic") in the rebate and coupon program ("Program") offered by Scratch Financial, Inc. ("Scratch"). The purpose of this Agreement is to establish the administration of the Program and the respective rights and obligations of Scratch and Clinic throughout the duration of participation in the Program. By enrolling in the Program, Clinic agrees to comply with the requirements, procedures, terms, and all other conditions described herein.
From time to time, Scratch will partner with manufacturer(s) of pet health products in the U.S. ("Manufacturer") to make available the Manufacturer's rebates, coupons, discounts and other benefits (collectively, the "Offers") to Clinic's customers, consumers, or clients ("Pet Owner"). The Manufacturer is solely responsible for setting the redeemable amount for any given Offer on a specific pet health product. Once enrolled, Clinic selects one or more Manufacturer that may present Offers to Pet Owners for such Manufacturer's pet health products, as determined by the Program through Scratch's technology platform. Such Offer will be automatically presented to the Pet Owner during checkout, and the Pet Owner must affirmatively accept the Offer through Scratch's technology platform.
2.1 Who Qualifies to Participate
To participate in the Program, Clinic must be located in the U.S. and hold all necessary licenses and registrations to perform the services offered and performed at all Clinic location(s). By enrolling in the Program, Clinic agrees that Scratch may make Offers available to Pet Owners for pet health products offered by Clinic's selected Manufacturer(s).
2.2 Enrollment Requirements
Clinic may enroll in the Program by going to the Program website or the Clinic's online account and providing specific identifying information, and then clicking on the "I AGREE" button found at the bottom of the Program website. By clicking "I AGREE", the Clinic represents that all information submitted on the enrollment form is true, accurate, and complete. Clinic may terminate its participation in the Program as set forth in Section 6 (below). Scratch reserves the right to decline a Clinic's enrollment for any reason.
2.3 Program Materials
Clinic agrees to display any required Scratch approved point of sale signage (e.g. QR codes, displays, tents, fliers) and other online or offline displays relating to the Program ("Program Materials"). Clinic understands that Scratch may change or update the Program Materials from time to time due to Program changes or changes in regulatory requirements. Clinic is solely responsible for ensuring that the most up to date Program Materials are used at all times at their locations and website, and Clinic shall immediately replace any changed Program Materials upon notice from Scratch. Clinic further agrees that it may not make any changes to the Program Materials without Scratch's prior written approval. Clinic understands that from time to time Scratch may review and audit Clinic's display of Program Materials at Clinic's locations and websites and, following such review and audit, Clinic may be required to make changes or updates as dictated by Scratch, which Clinic shall do immediately upon notice from Scratch. Failure by Clinic to have up to date Program Materials at their locations and websites, or to make updates or changes as required by Scratch, may be grounds for suspension and/or termination from the Program without notice.
2.4 Scratch Program Account
At the time of enrollment if a Scratch clinic login does not currently exist, Scratch will create an account for Clinic where redeemed Offers can be viewed and monitored ("Scratch Program Account"). Clinic must comply with all Scratch Program Account licenses and operating requirements when accessing and using the Scratch Program Account. Clinic is solely responsible for the security and confidentiality of its login credentials to the Scratch Program Account to ensure they are not compromised, and Clinic is liable for all access and use of its Scratch Program Account.
2.5 Linked Bank Account; Stripe Account
To receive reimbursement for redeemed Offers ("Reimbursement"), Clinic must link a verified bank account to its Scratch Program Account ("Linked Bank Account"). Clinic authorizes Scratch to initiate Reimbursements (less any Program Fees) to the Linked Bank Account and, when necessary, to debit the Linked Bank Account or make adjustments to a Reimbursement (or Program Fees) as needed to correct errors or other reconciliation. Clinic shall not dispute Reimbursements, Program Fees, or any debits or other corrections, with its bank. Scratch shall not be responsible for any unauthorized activity to the Linked Bank Account due to Clinic's actions or inactions, including its failure to protect its Scratch Program Agreement login credentials.
Reimbursements shall be paid to Clinic's Linked Bank Account through Stripe. By participating in the Program and accepting Reimbursement payments through the Program, Clinic agrees to be bound by the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"), as the same may be modified by Stripe from time to time. Clinic's obligations under this Agreement neither replace nor supersede any obligation you have under the Stripe Services Agreement.
Clinic understands and acknowledges that Scratch is not a money transmitter nor does it hold itself out as such. Scratch does not receive, transmit, or take possession of or hold funds for transmission; nor does it advertise, solicit or hold itself out as receiving money for transmission.
Scratch will provide the technology platform to select and display relevant Offers to Pet Owners. If Scratch has an existing partnership with Clinic's selected Manufacturer then the Program will be offered to Clinic at no cost or at a reduced charge based on a pre-existing agreement between Scratch and the Manufacturer ("Program Fee"). Scratch will disclose Clinic's applicable Program Fee during Clinic's enrollment in the Program. Clinic will be subject to the Program Fee during its enrollment in the Program. Program Fees shall be deducted from Reimbursements owed to Clinic, or by direct invoice if a Reimbursement is insufficient to cover the Program Fees.
If Clinic has its own arrangement with a Manufacturer selected by Clinic, the Manufacturer may impose its own fee for Clinic's participation in the Program ("Manufacturer Fee"). Clinic is solely responsible for contacting the Manufacturer it selects to confirm whether the Manufacturer will impose a Manufacturer Fee in connection with Clinic's participation in the Program. Clinic understands and acknowledges that Scratch has no responsibility, involvement or control of any Manufacturer Fee that a Manufacturer may impose on Clinic for its participation in the Program. Manufacturer Fees shall be charged directly to Clinic by the Manufacturer pursuant to Manufacturer's arrangement with Clinic.
After Clinic enrolls in the Program and selects a Manufacturer(s), the Program will determine the Offers that will be displayed to Pet Owners at the point of sale through Scratch's technology platform. Clinic shall issue a receipt to the Pet Owner that reflects the redeemed Offer. Clinic is solely responsible to ensuring that the receipt issued to the Pet Owner is accurate, including the amount of the redeemed Offer.
With respect to each redeemed Offer, Clinic is eligible for Reimbursement if the following criteria are met:
All Reimbursements are contingent upon Scratch's verification of the criteria set forth above.
Upon Scratch's verification, Clinic will receive a Reimbursement payment on a monthly basis, equal to the total value of Offers redeemed during the month, less any Program Fees, following the end of the month. Clinic is solely responsible for reviewing all Reimbursement payments for any errors. If Clinic believes that there is an error, then Clinic must immediately contact Scratch. Scratch is not responsible or liable if Clinic fails to review its Reimbursement payments or fails to notify Scratch within 30 days from receiving a Reimbursement payment.
Clinic shall maintain accurate and complete records of all Offers that Pet Owners redeemed for at least two (2) years. Scratch reserves the right to audit such records upon written notice.
Clinic agrees to refund Scratch for any Reimbursement that was made in error, including an incorrect Reimbursement amount or if Scratch determines that Clinic was ineligible or in breach of this Agreement when the Offer was redeemed. Scratch reserves the right to recover such amounts by directly debiting Clinic's Linked Bank Account, invoicing Clinic for such amount, by set off of any amounts due to Clinic under any other agreement with Scratch, or by taking such other action as permitted by law.
Scratch reserves the right to refuse any Reimbursement for incomplete, fraudulent, or improperly redeemed Offers, whether by Clinic (including its employees) or a Pet Owner.
6.1 Clinic will remain enrolled in the Program and subject to this Agreement until it gives thirty (30) days written notice of intent to unenroll in the Program and terminate this Agreement. Notwithstanding the foregoing, Scratch may terminate the Program at any time without prior notice for any reason.
6.2 Scratch at its sole discretion may terminate or suspend Clinic's enrollment in the Program if it suspects fraudulent activity by Clinic or the misuse or improper use of an Offer, due to regulatory changes, due to the end of Scratch's partnership with Clinic's selected Manufacturer, or any other reason.
6.3 Scratch may suspend Clinic's participation in the Program by providing one (1) week's prior written notice to Clinic, which may be delivered by email. Upon any suspension or termination, Clinic shall immediately cease marketing or offering Offers under the Program. Clinic acknowledges and agrees that any Offers redeemed after Clinic's suspension or termination shall be Clinic's sole responsibility and liability. Scratch shall have no obligation with respect to any Offers redeemed after Clinic's suspension or termination.
6.4 Suspension or termination shall not relieve Clinic of any obligations prior to the effective date of the suspension or termination, and Clinic shall remain fully liable under this Agreement and Stripe's Services Agreement following such suspension or termination. Any Reimbursement properly due and payable as of the effective date of the suspension or termination shall be paid in accordance with the terms of this Agreement.
7.1 Roles of Parties. For purposes of this Agreement, Clinic is the "Business" with respect to any Personal Information it collects from or about its clients (including Pet Owner) or patient (pet or animal). Scratch provides the technology platform to facilitate the display and validation of Offers and acts solely as a "Service Provider" to Clinic.
7.2 No Transfer of Personal Information. Scratch shall not receive, access, collect, store, process, retain, use, disclose or otherwise obtain Personal Information in connection with the Program. Clinic shall not disclose or make available any Personal Information to Scratch through the Program platform or otherwise, including on any invoice or other documentation relating to an Offer or this Program.
For purposes of this Agreement, Personal Information shall mean information that identifies, relates to, describes, is reasonably capable of being associated with or could reasonably be linked, directly or indirectly, with a particular individual.
7.3 Limited Data Transmission By Clinic. To perform its obligations under this Agreement and Program, Clinic agrees to provide Scratch with only limited transaction-level information from Clinic to confirm that the Offer ("Redemption Data") was accurately applied and to ensure Reimbursements amounts owed to Clinic. Redemption Data shall:
7.4 Service Provider Restrictions. To the extent any data provided to Scratch could be deemed Personal Information, the Parties agree:
7.5 No Pet Owner Marketing or Outreach. Scratch shall not use Redemption Data or any information obtained in connection with the Program to contact, market to, solicit, or otherwise communicate with any Pet Owner who redeems an Offer at Clinic. Scratch shall not send marketing materials, promotional communications, advertisements, or other outreach directly to such Pet Owner(s), nor shall Scratch build consumer profiles or marketing audiences based on redemption activity. Notwithstanding the foregoing, Clinic acknowledges and understands that Pet Owner may receive marketing materials if they have used other Scratch services and provided consent for such marketing.
7.6 De-Identified and Aggregated Data. To the extent Scratch receives or creates de-identified information, Scratch shall:
Scratch may use aggregated or de-identified data for internal analytics, service improvement, and reporting, provided such data does not identify and cannot reasonably be linked to any individual or household.
7.7 Consumer Rights Assistance. Given that Scratch does not receive Personal Information, Scratch shall have no independent obligation to respond to Pet Owner (consumer) deletion requests. To the extent Scratch is legally required to assist Clinic in responding to a verified consumer request relating to data processed under this Agreement, Scratch shall provide reasonable cooperation consistent with applicable law subject to reasonable written notice to Scratch.
7.8 Clinic Responsibility for Notice and Consent. Clinic shall be solely responsible for providing all required privacy notices to Pet Owner(s) (consumers) and for obtaining any consents, authorizations, or permissions required under applicable law in connection with Clinic's collection, use, or disclosure of Personal Information. Clinic represents and warrants that it has provided all required disclosures and obtained all necessary rights and consents to use the Program in compliance with applicable privacy and consumer protection laws. Scratch shall have no responsibility for Clinic's compliance obligations relating to consumer notice, consent, or data subject rights, except as expressly required by applicable law.
7.9 Data Retention. Scratch shall retain Redemption Data only for as long as reasonably necessary to fulfill the purposes described in this Agreement or as required by applicable law or pursuant to Scratch's established retention policy.
Clinic represents and warrants that it has provided all required notices and obtained any necessary permissions or consents required under applicable law to permit the sharing of Manufacturer Program Data as described in this section.
8.1. Notwithstanding anything in this Agreement, Scratch owns all intellectual property rights, title and interest in and to the Program, including Scratch name, trademarks, copyrights, processes, patents, trade secrets or other such proprietary rights, any Scratch documentation and technology (including the technology), and anything developed by Scratch hereunder.
8.2. Except for any licenses granted to Clinic, nothing in this Agreement is intended to transfer or assign any such intellectual property rights to Clinic. Any rights not expressly granted are reserved by Scratch.
8.3. Clinic agrees that it shall neither attempt, nor disassemble, decompile or otherwise reverse-engineer any software, code, patent, platform, technology or other trade secret provided by Scratch.
8.4. Clinic hereby grants Scratch a non-exclusive license to use its name, trademarks, logos and other marks in connection with the administration and operation of the Program, for inclusion in marketing materials relating to the Program.
Clinic and Scratch agree to arbitrate any claim, controversy, or dispute between Clinic and Scratch, including any claims relating in any way to this Agreement or the Program, or any other aspect of the relationship between Clinic and Scratch (collectively, "Disputes"). ANY ARBITRATION UNDER THIS AGREEMENT WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. CLINIC WAIVES ANY RIGHT TO HAVE ITS CASE DECIDED BY A JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST SCRATCH. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). All Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the "Arbitrator") administered by the American Arbitration Association (https://www.adr.org) according to this Section and the applicable arbitration rules for that forum. The Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether this Agreement or any other agreement between the Parties (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Subject to applicable jurisdictional requirements, Clinic may elect to pursue its claim in its local small-claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual (non-class or non-representative) basis. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. If Clinic is a consumer bringing a claim relating to a transaction intended for a personal, household, or family use, any arbitration hearing will occur within the county where Clinic is located. Otherwise, any arbitration hearing will occur in Los Angeles, California, unless the parties mutually agree to another location. The arbitrator's award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual Party seeking relief and only to the extent necessary to provide relief warranted by the individual Party's claim. The Arbitrator's decision and judgment thereon will not have a precedential or collateral estoppel effect. Scratch will reimburse the arbitration fees due to the American Arbitration Association for individual arbitrations brought in accordance with this Section for all claims totaling less than $10,000 unless the Arbitrator determines that Clinic's claims were frivolous. If either Party prevails on any claim for which the prevailing Party is legally entitled to attorney's fees, the prevailing Party may seek to recover those fees from the Arbitrator. For purposes of this arbitration provision, references to Clinic and Scratch also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Program.
Clinic is solely responsible for determining all taxes assessed, incurred, and required to be collected, paid, or withheld for any reason for its use of the Program ("Taxes"). Clinic is solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority (local, state, federal). Scratch is not obligated to, nor shall it determine whether Taxes apply, or calculate, collect, report, or remit Taxes to any tax authority arising from any transaction. Scratch expressly disclaims all responsibility and liability for any Taxes, and for your failure to collect, assess, report, file or remit Taxes as required by the appropriate tax authority. To the extent required by law, Scratch or Stripe will report information about Clinic and its use of the Program to the IRS or other taxing authority.
Clinic shall indemnify, defend, and hold harmless Scratch, Stripe, and each of their respective officers, directors, employees, and agents, from and against any and all claims, liabilities, damages, losses, audits, assessments, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (i) any Taxes for which Clinic is responsible relating to Clinic's participation in the Program or transactions through the Program; or (ii) Clinic's failure to properly determine, collect, report, file or remit any Taxes.
If any taxing authority asserts that Scratch has an obligation to collect or remit Taxes in connection with Clinic's participation in the Program, Scratch may, in its sole discretion and without liability, collect such amounts from Clinic or offset such amounts against any amounts payable to Clinic (including Reimbursement payments). Clinic agrees to promptly reimburse Scratch for any Taxes, interest, penalties, or costs paid or incurred by Scratch arising from Clinic's activities.
The obligations set forth in this section shall survive termination or expiration of this Agreement.
11.1 With respect to each redeemed Offer, Clinic represents and warrants that: (a) the Offer is redeemed in connection with a bona fide sale between Clinic and the Pet Owner without additional markup or adjustment to an Offer or purchase price; (b) Clinic's invoices or other documentation involving an Offer accurately describes pricing and goods to be provided; (c) Clinic shall fulfill all of its obligations to the Pet Owner arising from or related to the goods associated with the Offer and resolve any dispute or complaint directly with the Pet Owner; (d) Clinic and the purchase transaction complies with all applicable federal, state, and local laws, rules and regulations; (e) Clinic has a veterinary, Pet Owner, and veterinary patient relationship that is in good standing throughout the term of the Clinic's participation in the Program; and (e) except in the ordinary course of business, Clinic shall not submit an Offer associated with any purchase or sale to any principal, partner, proprietor, or owner of Clinic.
11.2 You further represent and warrant to Scratch that:
(a) (i) Clinic has the necessary power and authority to enter into this Agreement and certificates, licenses, authorizations and/or approvals to perform its obligations hereunder to provide the goods for which the Offer was redeemed; and that (ii) Clinic's provision of goods associated with an Offer does not violate applicable law.
(b) There is no claim, litigation, proceeding, arbitration, investigation or material controversy pending, against or affecting Clinic that will have a material adverse effect on Clinic's or Scratch's ability to perform its obligations under this Agreement.
(c) To the best of Clinic's knowledge, no such claim, litigation, proceeding, arbitration, investigation or material controversy has been threatened or is contemplated against Clinic.
(d) Any information furnished by Clinic is true and correct in all material respects when furnished; and Clinic shall immediately notify Scratch of updates and corrections to such information in the event any portion becomes untrue or incorrect. For purposes of this Section, notice must be given within two (2) days of becoming aware of untrue or incorrect information.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, SCRATCH MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE OR DESCRIPTION, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, ERROR-FREE OPERATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Clinic shall indemnify, defend, and hold Scratch and Stripe (and Scratch and Stripe's respective affiliates, officers, directors, employees, and agents) harmless from losses, liabilities, and damages of any kind (including without limitation costs, expenses and reasonable attorneys' fees incurred by any indemnified party) arising out of any third-party (including Pet Owner) claim, complaint, or dispute relating to or arising from (a) Clinic's breach of this Agreement or any agreement with Stripe (including breach of applicable law); (b) Clinic's transactions with Pet Owners, including the accuracy of any price, product, service, or transaction information that Clinic provide; or (c) any claim or dispute (including but not limited to regulatory or legal claims or charges) arising out of the goods and services provided, performed or sold by Clinic.
14.1 Force Majeure. Neither Party shall be deemed in breach of this Agreement, nor liable for any delay or failure in performance of its obligations under this Agreement, to the extent such delay or failure is caused by events beyond the reasonable control of the affected Party, including but not limited to: earthquake, flood, fire, storm, or other natural disaster; war, terrorism, civil unrest, or similar armed conflict; epidemic, pandemic, or public health emergency; governmental order or regulation; labor strike, lockout, or boycott; supply chain disruption; U.S. or global tariffs; or interruption of transportation or utilities (each, a "Force Majeure Event").
The affected Party shall:
(a) provide written notice to the other Party promptly upon becoming aware of the Force Majeure Event;
(b) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and
(c) resume performance as soon as reasonably practicable.
A Force Majeure Event shall not relieve either Party of obligations that accrued prior to the occurrence of the Force Majeure Event.
If a Force Majeure Event continues for more than thirty (30) consecutive days and materially impairs the Coupon Program, either Party may terminate this Agreement upon written notice to the other Party.
14.2 Independent Contractors. Neither Party nor its employees, consultants, contractors or agents are considered agents, employees or joint ventures of the other. Such persons do not have authority to bind the other Party by contract or any other obligation, and each Party shall ensure that such persons shall not represent to the contrary, expressly or implicitly, by appearance or otherwise, that they have authority to bind the other Party by contract or any other obligation.
14.3 Assignability. Clinic may not assign this Agreement, or its rights and obligations hereunder without the prior written consent of Scratch.
14.4 Choice of Law; Venue. This Agreement and the rights of the parties hereunder shall be determined, governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws principles. Subject to and without waiver of the arbitration provision set forth in Section 9 (other than small claims actions in consumer cases discussed therein), Disputes 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.
14.5 Attorneys' Fees & Costs. For the Parties' mutual benefit, if any action is commenced to enforce, interpret, or in any way relates to this Agreement, the prevailing Party is entitled to its reasonable attorneys' fees and costs.
14.6 Entire Agreement. 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.
14.7 Modification. Scratch may, from time to time, revise the terms and conditions of this Agreement and such revisions shall be binding on Clinic and effective upon the earlier of: (i) written notice to Clinic (if any); (ii) 30 days after posting the revised Agreement or posting a link to the Agreement on the Scratch Account; (iii) Clinic's use of the Program after posting or linking to the revised Agreement on the Scratch Account; or (iv) Clinic enabling and displaying Offers on the terminals provided by Scratch. Clinic agrees to periodically review its Scratch Account or the Scratch website for the posting of revised versions of this Agreement.
14.8 Construction. Headings contained in this Agreement are for convenience only and do not constitute a limitation of the Agreement terms. The singular includes the plural, and the plural includes the singular. All references to "herein," "hereunder," "hereinabove," or like words shall refer to this Agreement as a whole and not to any particular section, subsection, or clause contained in this Agreement. The terms "include" and "including" are not limiting. Reference to any agreement or other contract includes any permitted modifications, supplements, amendments, and replacements.
14.9 Third Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the parties, and is not intended for the benefit of any third party.
14.10 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 by hand or nationally recognized overnight carrier (with proof of delivery), or email. Notice to Scratch must be sent to (a) Scratch Financial, Inc., 225 S. Lake Avenue, Suite 250, Pasadena, CA 91101, Attn: Legal Department, or (b) [email protected], Attn: Legal Department, unless a different address for notice is later provided in writing. Notice by email shall be deemed received on the next business day.
14.11 Severability. If any provision of this Agreement is deemed unenforceable or invalid, such unenforceability or invalidity will not render the Agreement unenforceable or invalid as a whole. In such an event, the provision deemed unenforceable or invalid will be changed or interpreted so as to best accomplish the objectives of such provision within the limits of applicable law and court decisions.
14.12 Waiver. No failure on the part of Scratch to exercise, and no delay in exercising, any right hereunder or any other ancillary agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
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