Scratch Pay Program Agreement for U.S. Providers (Scratch Pay Plans)

Last Updated:  Dec 3, 2025

This Scratch Pay Program Agreement for U.S. Providers (this "Agreement") is a legal and binding agreement between Scratch Financial, Inc. (dba Scratchpay) ("Scratch"), located at 225 S. Lake Avenue, Suite 250, Pasadena, CA 91101, and you, as a current or prospective clinic or practice that will use Scratch’s services ("Provider"). Scratch offers a technology platform that enables Provider to offer payment options to Provider’s customers ("Clients") for the purchase of goods and/or services provided by Provider (each such payment, a "Scratch Pay Plan") as further described in this Agreement (the "Program"). Scratch Pay Plan(s) are issued by Scratch’s banking partner–WebBank.

If you are a Provider using Scratch’s payment processing service (“Scratch Checkout”), please review the Payment Services Agreement (which can be found here).

THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION. IN THE EVENT OF A DISPUTE, THE ARBITRATION PROVISION WILL HAVE A SUBSTANTIAL EFFECT ON YOUR RIGHTS, INCLUDING YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION.

1. GENERAL PROVIDER OBLIGATIONS.

1.1. Signage and Other Displays. Provider agrees to display Scratch Pay-approved point-of-sale signage (e.g. advertisements, fliers, QR codes, displays, tents), online logos or other online or offline displays relating to the Program as required by Scratch ("Scratch Pay Marketing Materials"). Provider understands that Scratch Pay Marketing Materials may change or be updated from time to time and it is Provider’s sole responsibility to ensure the most up to date Scratch Pay Marketing Materials are used at all times at their location and on their website. Provider further agrees that it may not make any changes to Scratch Pay Marketing Materials without Scratch's prior written approval. Provider understands that from time to time Scratch may review and audit Scratch Pay Marketing Materials at either Provider’s location or website and following such review and audit, Provider may be required to make changes or updates to Scratch Pay Marketing Materials as dictated by Scratch. Failure by Provider to have up to date Scratch Pay Marketing Materials at their location or on their website or make updates or changes based on Scratch's review and audit may be grounds for suspension and/or termination from the Prrogram without notice (including disabling of the Provider’s access to Scratch Pay Plan(s).

1.2. Duty to Inform. Within twenty-four (24) hours, Provider must notify Scratch of any of the following events occurring:: (i) Provider becoming aware of any suspected, attempted or actual fraud or illegal, suspicious or unusual activity relating to a Scratch Pay Plan or the Program; or (ii) any material change to Provider's information, including the nature of its business or the goods and services sold by Provider, that would pose a material adverse risk to Provider's financial standing (including any termination for cause by another payment plan provider or network of Provider's acceptance of payments), or to Scratch ability to offer the Program to Provider or any Client of Provider; or (iii) the sale, merger or closure of Provider’s business inclusive of any change in control of the business (i.e. ownership or type of business entity). Provider to give notification required under this section to Scratch at the following email: [email protected].

1.3. Fees. Provider agrees to pay all applicable charges and fees for its participation in the Program, including Provider Fees for the acceptance of Scratch Pay Plans, as set forth the “Terms” tab found on the Pricing Page found in Provider’s Dashboard (as defined in Section 1.6) (collectively, "Provider Fees"). Scratch may change the Provider Fees at any time by notifying Provider in accordance with Section 15.1 of this Agreement inclusive of posting updated Provider Fees in the Dashboard. Provider is solely responsible for continuously reviewing updates or changes to the Provider Fees found in the Dashboard. Provider agrees it will not impose or otherwise require Client to pay for any part of any Provider Fee or other charge assessed by Scratch to Provider, whether through any surcharge, additional fee or increase in the price or goods or services. If Scratch learns or is informed Provider requires Client to pay for any part of the Provider Fees (in any fashion), Scratch reserves the right to immediately suspend and/or terminate Provider from the Program.

1.4. Client Disputes. Provider agrees to cooperate with Scratch in resolving disputes concerning any Scratch Pay Plan made to Provider, including responding within seven (7) days of any inquiry or request for information from Scratch. If Provider receives a complaint or inquiry from Client relating to Scratch (including a Scratch Pay Plan or Scratch Pay Account), Provider will refer Client to contact Scratch to resolve the complaint or inquiry, provided however that Provider may verify to Client receipt (or not) of a Scratch Pay Plan. Disputes or complaints of any kind relating to the actual quality or type of service actually performed by Provider or goods sold by Provider is the sole responsibility of the Provider. This does not apply to Client disputes or complaints regarding payment to Provider for services or goods. See Section 3.2.

1.5. Provider Policies. Provider will (i) maintain fair and legally compliant refund, return and/or exchange policies, (ii) 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 (iii) comply with such policies with respect to any purchase that is paid for with a Scratch Pay Plan.

1.6. Scratchpay Dashboard. Provider will comply with Scratch's online dashboard licenses and operating requirements when accessing and using the Scratch online dashboard ("Dashboard"). Provider is responsible for the security and confidentiality of its login credentials to the Dashboard, and is liable for all access and use (or misuse) of the Dashboard (including any financial loss as a result of compromised login credentials or unauthorized use). Provider must notify Scratch immediately in the event Provider discovers any unauthorized use of its login credentials on the Dashboard.

1.7. Provider Information. At initial registration or onboarding, and upon Scratch's request thereafter from time to time, Provider agrees to provide Scratch with all information, including Provider's financial statements, business license, medical or veterinary license, government authorization to provide services or sell goods, EIN, W-9, and identification documents for practice management systems (collectively, "Provider Information"), reasonably necessary for Scratch to verify Provider including its identity, status, financial standing or other requirements for Provider's participation in the Program. Scratch will treat Provider Information as Provider's Confidential Information in accordance with this Agreement. Provider’s failure to submit Provider Information to Scratch at any time may be grounds for suspension and/or termination from the Program

1.8. Non-Discrimination.Provider may not take any action or make any communication that would discriminate against or otherwise disadvantage Scratch or Client's use of Scratch Pay Plans, including but not limited to (i) discouraging Client from using Scratch Pay in favor of another payment method; (ii) presenting Scratch Pay in any manner that is materially less prominent than other payment methods at Provider's location(s); (iii) applying a surcharge or other additional fee on Scratch Pay Plans as prohibited by Section 1.3 of this Agreement; (iv) increasing the price of goods or services solely for purchases paid for using a Scratch Pay Plan(s); or (v) setting any minimum or maximum amount for which Client may use a Scratch Pay Plan.

1.9. Assignment of Right to Client Payments.Upon receiving confirmation through the Dashboard of an authorized Scratch Pay Plan ("Authorization"), Scratch will have the sole and exclusive right to collect and receive payment from Client for the purchase associated with the Scratch Pay Plan. After such time, Provider may not accept any payment from Client for such purchase; provided that if Provider does accept any such payment from Client, Provider must immediately notify Scratch via the Dashboard, and Provider authorizes Scratch, in Scratch 's discretion, to debit Provider's business (commercial - see also Section 5.2) bank account for the paid amount and/or withhold the paid amount from any subsequent Settlement. Provider will provide Scratch with all required information regarding Provider’s bank account in order to effectuate debits and credits in the normal course of business and for correcting any errors or chargebacks (see also Section 2 -Settlement Process).

1.10. Prohibited Transactions.  Provider may not accept a Scratch Pay Plan for the purpose of (i) disbursing cash or cash equivalents to Client, (ii) refinancing an existing debt with Client, or (iii) for services not yet rendered or goods not yet delivered, unless (1) such goods/services are intended to be (and are) delivered or completed within thirty (30) days of an Authorization.

1.11. Records. Provider shall store original documentation of the sale of goods or services related to a Scratch Pay Plan for at least two (2) years from the date of the Authorization, and will promptly present such documentation upon request of Scratch. Provider shall store original documentation (inclusive of electronic documentation) showing, demonstrating, and proving Provider obtained written consent and provided required disclosures to Client regarding Provider sharing Client’s personal information with Scratch so Scratch can perform a credit check for purposes of a pre-qualification or pre-screen check.

1.12. Legal Proceedings Provider will immediately forward, but in no case later than seven (7) calendar days, to Scratch, at any time during or within three (3) years following Provider's participation in the Program, a copy of any local, state, or federal legal proceeding (including subpoenas or requests for information and documents, or investigative inquiry) or related communication relating to Scratch, including any Scratch Pay Plan, from a Client or a governmental, judicial or regulatory authority.

1.13. Partial Payment Collection Scratch and/or its banking partner(s), in their sole discretion, may require a Client to make an immediate, one-time partial payment of the purchase price of the Provider’s goods or services (“Partial Payment”). Provider hereby appoints Scratch as its payment collections agent solely for the purpose of accepting that Partial Payment made by a Client to Scratch will be considered the same as a payment made directly to Provider. Provider understands that Scratch’s obligation to transmit a Partial Payment to Provider is subject to and conditioned upon successful receipt of the associated Partial Payment from Client.

1.14. Change of Ownership or Control Required Disclosure Provider agrees that any change in legal or beneficial ownership (inclusive of a change in control) of the Provider's business must be reported to Scratch in writing no later than five (5) business days prior to the effective date of such change. At the time of notification, Provider must provide Scratch with supporting documentation (e.g. sale or transfer agreement, change of control filing, state or local filing, executed purchase agreement) that clearly identifies the old owner and new owner. Notice must be submitted to [email protected]. Scratch reserves the right to request additional documentation to confirm the change in ownership to its satisfaction and to abide by any laws and regulations. Provider understands and acknowledges that if Scratch is unable to verify the identity of the new legal owner of Provider’s business may be grounds for suspension from the Program. Provider further understands and acknowledges that failure to timely notify Scratch y may result in suspension from the Program and may be grounds to terminate this Agreement.

1.15. Duty To Provide Accurate Bank Account Information Provider is solely responsible for ensuring that its designated bank account for receipt of Settlement Amount (as defined in Section 2) is current, accurate, and reflects the most up to date information on bank account holder name, address, account number and routing number at all times. In the event of any misdirected or misdeposited Settlement Amount arising from or is the result of Provider’s failure to maintain updated and accurate bank account information, Provider acknowledges that it shall be solely responsible for such misdirected or misdeposited Settlement Amount(s) and be fully responsible for recovering such funds. Provider further agrees to hold Scratch harmless from any claims or liabilities arising from or relating to its failure to abide by this Section.

2. SETTLEMENT PROCESS.

2.1. Upon receiving an Authorization, Scratch will remit the Settlement Amount to the Provider's designated bank account within five (5) business days of authorization ("Settlement"). The "Settlement Amount" is the Purchase Amount less (i) any Provider Fees and/or (ii) any other amounts due to Scratch from Provider authorized under this Agreement, including refunds or Chargeback amounts. "Purchase Amount" means the total cost of goods or services charged to and owed by Client, including any taxes, fees or other charges (which are solely Provider's responsibility to calculate and collect as required by applicable laws). Notwithstanding the foregoing, Scratch reserves the right to delay or withhold a Settlement Amount if it reasonably believes or suspects that the Scratch Pay Plan related to or associated with the Settlement Amount to be remitted to Provider is fraudulent, in violation of the requirements of this Agreement, or unauthorized. If Scratch exercises its right to withhold or delay remittance of the Settlement Amount, it will give the Provider prior written notice.

2.2. Without limiting Scratch's right to withhold amounts from the Purchase Amount under Section 2.1 above, Provider acknowledges that if the Purchase Amount is insufficient to cover amounts due and owing to Scratch under this Agreement, Provider authorizes Scratch, in Scratch's discretion, to debit the Provider's designated bank account for the amount of such deficiency.

2.3.For credits and debits to Provider's bank account authorized under this Agreement, Provider authorizes Scratch to: (i) initiate credit entries and to initiate, if necessary, debit entries and adjustments for any erroneous or fraudulent credit entries, to Provider's bank account; or (ii) initiate debit entries and to initiate, if necessary, credit entries and adjustments for any erroneous debit entries, to Provider's bank account; (iii) initiate credit entry reversals due to actual or suspected misrepresentations by Provider or Client relating to a Scratch Pay Plan. Provider agrees not to dispute any credits or debits with its bank for any transfers authorized under this Agreement.

3. CHARGEBACKS.

3.1. In the event of a Chargeback Event, Provider authorizes Scratch, in Scratch’s discretion, to debit Provider's bank account for the Chargeback amount and/or withhold the Chargeback amount from any subsequent Settlement.

3.2. As determined in Scratch's sole discretion, a "Chargeback Event" arises:

i) Upon Scratch's discovery of Provider's failure to notify Scratch under Section 1.9, solely to the extent of the payment amount that Provider has accepted from Client.

ii) When Client notifies Scratch of a dispute regarding Provider's provision of any good or service paid for with a Scratch Pay Plan (including the delivery or non-delivery, or performance or non-performance, of goods or services; or a Long Term Plan), and Provider fails to provide, within five (5) days upon request from Scratch, sufficient evidence (in Scratch's reasonable determination and discretion) that adequately refutes Client's dispute. Such evidence may include Provider's records of the description of the good or service as provided to Client; receipts indicating Client's authorization to purchase the good or service; and/or records of successful delivery or completed performance (in full) of the good or service.

3.3. Provider understands and acknowledges that it may be suspended from the Program and/or the Agreement terminated if Scratch,in its sole discretion, determines that any given Provider has had an excessive number of Chargeback Events in any given timeframe.

4. REFUNDS.

4.1. If Client is eligible for a refund or adjustment from Provider (including as a result of a reduction in the purchase price), Provider shall notify Scratch of the refund through the Dashboard.

4.2. If Provider notifies Scratch of the refund or adjustment within 30 days of the Authorization date, Provider authorizes Scratch, in Scratch's discretion, to debit or credit Provider's bank account for the refund or adjustment amount, net of the prorated Provider Fee, and/or withhold such amount from any subsequent Settlement.

4.3. Scratch will not process refunds or adjustments 30 days or more after the Authorization date.

5. ACH AUTHORIZATION.

5.1. This Agreement governs ACH transactions initiated by Scratch to credit or debit Provider's bank account. By entering into this Agreement and participating in the Program, Provider authorizes Scratch to (i) initiate credit entries and, if necessary, debit entries and adjustments for any credit entries made in error, to Provider's bank account; and (ii) initiate debit entries and, if necessary, credit entries and adjustments for any debit entries made in error, to Provider's bank account. Scratch will initiate individual or recurring CCD transactions when authorized by Provider using any available method including by, but not limited to, Dashboard, phone, fax, email or written means.

5.2. Provider represents and warrants that (i) the bank account that Provider designates for such debits and credits is a commercial or business account and was not established primarily for personal, family or household use, (ii) it is bound by NACHA Operating Rules as they pertain to all ACH transactions initiated by Scratch that credit or debit Provider's bank account, and (iii) any ACH transaction that Provider authorizes Scratch to make to or from Provider's bank account is for a lawful purpose and otherwise complies with applicable law.

5.3. Provider agrees not to dispute with its bank any debits initiated by Scratch under this Agreement, provided the transaction corresponds to the terms of this Agreement, including Provider's instructions.

6. PROVIDER REPRESENTATIONS AND WARRANTIES.

6.1. Provider has all necessary power and authority to enter into this Agreement; has all certificates, licenses, authorizations and/or approvals to perform its obligations under this Agreement and to provide the goods and services for which a Scratch Pay Plan may be applied; and that the provision of such goods or performance of such services do not violate applicable law.

6.2. There is no claim, or any litigation, proceeding, arbitration, investigation or material controversy pending, against or affecting it that will have a material adverse effect on its or Scratch's ability to perform its obligations under this Agreement, including the assignment to Scratch of the right to collect payment from a Client. To the best of Provider's knowledge, no such claim, litigation, proceeding, arbitration, investigation or material controversy has been threatened or is contemplated against it.

6.3. Any information furnished by Provider to Scratch is true and correct in all material respects when furnished; and Provider will immediately notify Scratch to update such information in the event any part of it becomes untrue or incorrect.

7. DISCLAIMER.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, 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. THE PROGRAM AND ALL SERVICES PROVIDED TO PROVIDER HEREUNDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND

8. TERM, TERMINATION AND SUSPENSION.

8.1. Provider Termination. Provider may terminate this Agreement without cause upon fifteen (15) days written notice to Scratch.

8.2. Scratch Termination.Scratch may terminate this Agreement (i) without cause upon fifteen (15) days written notice to Provider, or (ii) immediately if Provider (A) fails to satisfy Scratch and/or Scratch’s banking partner’s 's underwriting or creditworthiness requirements, (B) is no longer authorized to provide the goods or services for which Scratch Pay Plan(s) may be used, (C) is directed by a local, state or federal regulatory authority to cease offering the Program to Provider, or (D) Scratch becomes aware that Provider has been suspended or terminated from accepting payments through another payment method, provider or network including Visa, Mastercard, NACHA or PayPal, or (E) there is a significant change in Provider’s control of its business or unauthorized assignment or transfer of this Agreement, or (F) Provider has had a significant number of Chargeback Events in any given timeframe based on Scratch’s sole discretion; or (G) Provider fails to abide by the requirements set forth in Section 1.1 of this Agreement relating to or concerning Scratch Pay Marketing Materials.

8.3. Termination for Bankruptcy, Insolvency. Either party may immediately terminate this Agreement upon written notice to the other party if such other party becomes the subject of a voluntary or involuntary bankruptcy or insolvency petition or proceeding, or the appointment of a receiver or trustee in a liquidation or insolvency.

8.4. Survival. Any provision of this Agreement which by its nature extends beyond the expiration or termination of this Agreement, will survive the termination or expiration of this Agreement, including (i) Sections 1 (General Provider Obligations), 7 (Disclaimer), 9 (Indemnification), 10 (Limitation of Liability), 11 (Confidentiality), 12 (Data Protection), 14 (Binding Individual Arbitration), and 15 (Miscellaneous); and (ii) any other sections, terms or conditions of this Agreement relating to a Scratch Pay Plan Payment that was Authorized prior to the effective termination date, including Sections 2 (Settlement Process), 3 (Refunds), and 4 (Chargebacks).

8.5. Suspension. Provider acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, Scratch may, in its sole discretion, suspend or terminate the acceptance of Scratch Pay Plan(s) by one or more (or all) Provider locations, or for one or more Scratch Accounts or Clients. Scratch may, from time to time, establish daily and/or single transaction limits relating to the permissible number and/or amount of a Scratch Pay Plan(s) that a Client may conduct at a Provider location or for a single Scratch Account or Client. Provider understands and acknowledges that it may be suspended from the Scratch platform for failure to meet the requirements of Section 1.1 of this Agreement.

9. INDEMNIFICATION.

Provider agrees to indemnify, defend and hold Scratch and its affiliates, officers, directors, employees, and agents harmless from any losses, liabilities, and damages of any kind (including without limitation any costs, expenses or reasonable attorneys' fees incurred by any indemnified party) arising out of any third-party (including Client and any sponsor Bank) claim, complaint, or chargeback relating to arising from (i) any sale made by Provider, (ii) any treatment provided or the products or services sold or provided by Provider, or the advertising or promotion involving such treatment, products or services, (iii) Provider's noncompliance with this Agreement, including the failure of any representation or warranty made by Provider to be true and correct when made or deemed made, (iv) circumstances relating to Provider that create harm to or loss of goodwill to Scratch, (v) Provider's violation of applicable law, (vi) acts and omissions of Clients, (vii) fraud, willful misconduct, or gross negligence of Provider or Provider’s officers, directors, employees, or agents, and (viii) any infringement of Provider’s IP rights or of any third party, (ix) Provider’s failure to obtain and keep the required written consent and disclosures from its Client(s) to share their personal information with Scratch so Scratch can perform a credit check for pre-qualification or pre-screen purposes (i.e. pre-qualification or pre-screen check). Should a lawsuit of any kind be filed against Scratch under this provision (9.Indemnification), Scratch in its discretion shall determine counsel that will be used including deferring to the Provider’s choice of counsel.

10. LIMITATION OF LIABILITY.

10.1.Except with respect to Provider's indemnification or payment obligations set forth in this Agreement, as well as Provider’s Confidentiality obligations in Section 11 and Provider’s willful misconduct, gross negligence or fraud, in no event shall either party be liable to the other for any 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, this Agreement or a party's acts or omissions under this 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.

10.2. Scratch's aggregate liability for any direct damages to Provider under this Agreement will not exceed the total amount of Provider Fees paid by Provider to Scratch in the immediately preceding twelve (12) months from the date a Provider claim against Scratch first arises under this Agreement.

11. CONFIDENTIALITY.

11.1. Except as provided below, the party receiving Confidential Information of the disclosing party shall keep confidential, and will not disclose to any third party, the disclosing party's Confidential Information, or any of the terms and conditions of this Agreement, without the prior written consent of the disclosing party. The receiving party shall take care to prevent the disclosure of the disclosing party's Confidential Information with at least the same degree of care which the receiving party 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.

11.2. The receiving party may disclose the disclosing party's Confidential Information to its employees, service providers or 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 under this Agreement, and where such disclosure and/or utilization of Confidential Information is solely for the purpose of (i) performing the receiving party's obligations under this Agreement or (ii) when required to be disclosed by law or regulation or by court order or other legal authority, provided that prior to the disclosure of Confidential Information under subsection (ii), the receiving party will, as applicable, (1) notify and reasonably cooperate with the disclosing party prior to disclosure so that the disclosing party has an opportunity to seek a protective order or other relief, (2) disclose only such information as is required by the law or regulation or court order or other legal authority, and (3) use commercially reasonable efforts to obtain confidential treatment of any Confidential Information so disclosed.

11.3. A party's confidentiality obligations shall not apply to (i) information in the public domain, except where such information entered the public domain due to a breach of this Agreement, (ii) that the receiving party rightfully possessed before it received the information from the disclosing party, (iii) is furnished to the receiving party by a third party free of any obligation of confidentiality to that third party, or (iv) is developed by the receiving party wholly independent from the Confidential Information.

11.4. A receiving party agrees to return or destroy the disclosing party's Confidential Information (in any form and including all summaries, copies and excerpts) promptly following the disclosing party's request. At the disclosing party's option, the receiving party will provide written certification of its compliance with this paragraph within seven (7) days following the date of such request.

11.5. 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 this Agreement.

11.6. No party shall obtain any proprietary rights in any Confidential Information which has been or at any time after the date of this Agreement is disclosed, directly or indirectly, to it by another person under this Agreement, except as may be expressly provided in this Agreement.

11.7. Provider 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 this Agreement, the existence of this Agreement or Scratch Pay Plan(s) between Clients and Provider, except as otherwise provided for in this Agreement.

11.8. Provider acknowledges that Scratch owns all information concerning the Program, including Scratch Marketing Materials, a Client's Scratch Pay Plan or related account ("Scratch Account") (whether collected by Scratch or Provider) (collectively, "Scratch Information"), and that Provider has no ownership rights therein. Provider shall treat such Scratch Information as Scratch's Confidential Information. For clarity, the foregoing does not prevent Provider from collecting and owning information about a Client unrelated to the Program (for example, information about a Client relating to its receipt of Provider's goods or services), and such information shall not be considered Scratch Information.

12. DATA PROTECTION.

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

12.2. Provider will monitor the sufficiency of its safeguards and review the scope of its security measures at least annually, and when Provider makes any material changes to such security measures, such review to include risk assessments, regular testing, and otherwise monitoring for the effectiveness of key controls, systems and procedures to confirm Provider's safeguards are operating in a manner that is reasonably calculated to prevent and detect unauthorized access to or use or disclosure of Scratch Information. Scratch reserves the right to review, upon request, Provider's policies, procedures and practices used to maintain the privacy, security and confidentiality of Scratch Information. Scratch further reserves the right upon reasonable written notice to inspect Provider’s premises (whether physically or virtually) and systems (including inspection of data safeguards and key controls) related to Program at least on a yearly basis or in the event of a security incident, suspected data breach, and suspected or confirmed fraud patterns at the Provider’s location.

12.3. Provider shall notify Scratch in writing as soon as commercially practicable, however no later than twenty four (24) hours, after Provider has either actual or constructive knowledge of a breach which affects Scratch Information (an “Incident”) unless it is determined by law enforcement that such notification would impede or delay their investigation. Provider shall have actual or constructive knowledge of an Incident if Provider actually knows there has been an Incident or if Provider has reasonable basis in facts or circumstances, whether acts or omissions, for its belief that an Incident has occurred. Provider shall promptly take appropriate action to mitigate such risk or potential risk at Provider’s expense. In the event of an Incident, Provider shall, at its sole cost and expense restore the Scratch Information, to as close to its original state as practical and institute appropriate measures to prevent any recurrence of the problem as soon as is commercially practicable. Provider will conduct periodic risk assessments and remediate any identified security vulnerabilities in a timely manner. Provider will also have a written incident response plan, to include prompt notification to Scratch in the event of a security or privacy incident as well as best practices for responding to a breach of PII.

12.4. Provider acknowledges and agrees that it is solely responsible for obtaining all necessary disclosures, authorizations, and consents from Clients prior to sharing any Client personal information with Scratch. This shall include written consent from each Client authorizing the disclosure of Client personal information to Scratch and Scratch’s performance of a credit check for pre-qualification or pre-screen purposes. Provider warrants that all disclosures and consents comply with applicable federal and state laws, including the Fair Credit Reporting Act (FCRA), Gramm-Leach-Bliley Act, and applicable state privacy laws. Provider agrees to indemnify and hold harmless Scratch from any claims, damages, or penalties arising from Provider’s failure to obtain proper customer disclosures and consents as required under this Section 12.4.

13. INTELLECTUAL PROPERTY.

13.1. Notwithstanding anything in this Agreement, Scratch owns all intellectual property rights, title and interest in and to the Program, including the Scratch name, trademarks, copyrights, processes, trade secrets or other such proprietary rights, any Scratch documentation or technology (including the Dashboard), and anything developed by Scratch under this Agreement.

13.2. Except for any licenses granted to Provider, nothing in this Agreement is intended to transfer or assign any such intellectual property rights to Provider. Any rights not expressly granted to Provider are reserved by Scratch.

13.3.Provider agrees that it will not, and will not attempt to, disassemble, decompile or otherwise reverse-engineer any software, code or other trade secret provided by Scratch.

13.4. Provider 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 (solely to reflect Provider's participation in the Program), and collecting or liquidating any Scratch Accounts.

13.5. UUpon termination of the Agreement and/or Provider's participation in the Program, all licenses or other rights granted to Provider will immediately and automatically terminate and revert to Scratch, and Provider will immediately remove all signage, logos, marketing materials and similar displays relating to Scratch or the acceptance of Scratch Pay Plan(s) by Provider.

14. BINDING INDIVIDUAL ARBITRATION.

Provider and Scratch agree to arbitrate any claim, controversy, or dispute between Provider and Scratch, including any claims relating in any way to this Agreement or the Program, or any other aspect of the relationship between Provider 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. PROVIDER 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, Provider 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 Provider 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 Provider 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. An 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 Provider'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 Provider and Scratch also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Program.

15. MISCELLANEOUS.

15.1. Changes to Program. Scratch may, from time to time, make changes to the Program, Agreement, and Provider Fees found in the Dashboard (i.e. Pricing Page), including Provider's access and use of the Dashboard or any Scratch Pay Marketing Materials. However this Section shall be in contemplation with Section 15.8.

15.2. Force Majeure. A party will not be deemed to be in default under this Agreement, and no party will hold the other party responsible for, any interruption or delay in the performance of its obligations under this Agreement (except for Provider's payment obligations), due to earthquake, flood, fire, storm or similar natural disaster; war, terrorism or similar armed conflict; or labor strike, lockout, tariffs, or boycott; pandemic, epidemic (including but not limited to Covid-19 or similar pandemics) or any other cause beyond a party’s reasonable control, whether foreseeable or not; provided that the party relying upon this paragraph must promptly give the other party written notice upon discovery of the relevant force majeure event, and will take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further that the force majeure event does not relieve the affected party from performing its other obligations to the extent not affected by such force majeure event. In the event a force majeure event extends for a period in excess of thirty (30) days, either party may immediately terminate the Agreement.

15.3. Independent Contractors. Neither party nor its employees, consultants, contractors or agents are considered agents, employees or joint ventures of the other party. Such persons do not have any 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 any authority to bind the other party by contract or any other obligation.

15.4. Assignability. Provider may not assign this Agreement, or its rights or obligations hereunder without the prior written consent of Scratch.

15.5. 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 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 14 (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.

15.6. 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.

15.7. 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.

15.8. Modifications. Scratch may, from time to time, revise the terms and conditions of this Agreement, including by revising the Provider Fees posted in the Dashboard, and such revisions will be binding and effective on Provider upon the earlier of: (i)written notice to Provider (if any); (ii) 30 days after posting of the revised Agreement on the Dashboard or website; or Provider's acceptance of a Scratch Pay Plan after posting of the revised Agreement on the Dashboard or website; or 30 days after posting updated Provider Fees in the Dashboard. Provider agrees to periodically review the Dashboard for the posting of any revised version of this Agreement and Provider Fees.

15.9. 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.

15.10. Third Party BeneficiariesThis Agreement is intended for the sole and exclusive benefit of the parties, and is not intended for the benefit of any third party.

15.11. Notices. All notices and other communications under this Agreement shall be given in writing and shall be deemed to have been duly given and effective upon receipt if delivered in person, by recognized messenger service or by email. Any notice to Scratch must be sent either by mail, (i) to Scratch Financial, Inc., 225 S. Lake Avenue, Suite 250, Pasadena, CA 91101, Attn: Legal Department, or (ii) by email to [email protected], Attn: Legal Department, unless a different address for notice is later provided in writing by Scratch.

15.12. 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 or applicable court decisions.

PRICING SCHEDULE

Effective September 10, 2020

For all Scratchpay Payment types, including Pay Over Time, Pay Later and Take 5: