The company that completed the above enrollment form (“Company”) desires to use the consumer lending program (the “SweetPay Program”) created and operated by SweetPay LLC, a Virginia limited liability company (“SweetPay”) in accordance with these terms and conditions (this “Agreement”).  By presenting this Agreement to the Company, SweetPay agrees to the terms and conditions in this Agreement applicable to SweetPay.  This Agreement shall be dated as of the date in the enrollment form above. 

The SweetPay Program allows merchants, practices, or contractors (like the Company) to provide to its customers that are interested in a loan to finance their purchase (“Financed Purchase”) access to SweetPay’s lender partners (the “Lender Partners”) through SweetPay’s proprietary platform (the “SweetPay Platform”).  The SweetPay Program enables such customers (“Applicants”) to receive a loan from a Lender Partner (“Loan”) that allows the Applicants to use the Loan to make the Financed Purchase, with the funds for the Financed Purchase being paid directly to Company by the Lender Partner (a “Financing”).

This Agreement sets forth the terms and conditions of the SweetPay Program under which SweetPay and Company will perform.   

1.     1.  SweetPay Obligations. SweetPay shall setup Company in SweetPay’s system and issue to Company SweetPay Program links and associated graphical files (“Program Links”).  SweetPay will make the SweetPay Program available to Company subject to the terms and conditions of this Agreement. 

2.     2.  Company Obligations.  For the term of this Agreement, Company shall actively promote and offer the financing provided under the SweetPay Program to its customers. 

3.     3. Fees.   The Company shall pay the fees as set forth in Exhibit A to SweetPay in the amount and as provided in Exhibit A.  

4.     4.  Payments.

a.  Financing; Payment of Funded Amounts; Lender Fee.  In connection with a Financing, once the Lender Partner has cleared any open stips, and once the Applicant has e-signed the Loan, and provided Company uploaded an ID for the Customer, and upon the Company certifying to SweetPay at the SweetPay Platform that a Successful Transaction (as defined below) has occurred, SweetPay shall cause the applicable Lender Partner to initiate an ACH transfer of the Funded Amount (as defined below) to the Company’s depository account set forth in the Company’s enrollment form above.  The timing of the Funded Amount being transferred into the Company’s bank accountis usually within two (2) business days from the above being completed. 

b. Promotional Products.  If there is a promotional product related to the SweetPay Program, such ACH transfer shall be in the amount of the Funded Amount, less the Lender Fee (as defined below).   Certain Lender Partners may require that the Company enter into an agreement with the Lender Partner (the “Company/Lender Partner Agreement”) and the Lender Partner will make the ACH transfer pursuant to the Company/Lender Partner Agreement. 

Upon Company’s receipt of such Funded Amount less the Lender Fee (if applicable), Company shall apply the full Funded Amount (without accounting for the deducted Lender Fee) as payment for the Company’s goods and/or services provided or to be provided to the Applicant.

b.   A “Successful Transaction” shall have occurred when (A) the Company has received and uploaded to the SweetPay Platform (i) a valid U.S. picture identification for the Applicant and (ii) if a Financed Purchase is conducted remotely with the Applicant, a just-taken picture of the Applicant (such as, a “selfie”) and (B) the company has made the following certification to SweetPay at the SweetPay Platform:   

“I hereby certify to SweetPay and the applicable Lender Partner that (i) I received and reviewed a valid U.S. picture identification for the Applicant (if the Financed Purchase was conducted remotely with the Applicant, a just-taken picture of the Applicant, such as, a “selfie”), and confirmed that the picture identification showed the same full name and likeness of the Applicant and was not expired; (ii) I properly delivered the Product to the Applicant; (iii) the Applicant is satisfied with the Product and (iv) the Financed Purchase has been completed.” 

The “Funded Amount” shall be equal to the amount of the Loan. 

The “Lender Fee” shall be equal to the Funded Amount multiplied by the lender fee rate for the program of which SweetPay has made the Company aware and as may be adjusted by the Lender Partner.        

7.     5.  Reversed Payments and Partial Returns. 

Reversed Payments.  In connection with a Financing, Company shall pay to the applicable Lender Partner a Reversed Payment (as defined below) related to Financing when, for any such Financed Purchase, as applicable:  

a.     a full Products order was not delivered to or received by the Applicant;

b.     a full Products order was returned or cancelled by an Applicant pursuant to Company’s return policy or an unresolved dispute with Applicant; or

c.     Company has caused any of the following: (i) a Loan was not applied for pursuant to the Policies and Procedures, (ii) the Financed Purchase was not processed pursuant to the Policies and Procedures, or (iii) the Loan was established, or any Financed Purchase was processed, through fraudulent means attributable to Company. 

A “Reversed Payment” shall be the full amount of a Funded Amount. 

The procedures to complete a Reversed Payment are: 

d.     the Company shall immediately notify SweetPay of the Reversed payment by email;

e.     SweetPay will immediately deliver the Company’s email notice of the Reversed Payment to the applicable Lender Partner; and

f.      the applicable Lender Partner will complete a reverse ACH for the Reversed Payment (the entire Funded Amount). 

Partial Returns.  In connection with a Financing, in the event of a Partial Return (as defined below), the procedures in this Partial Returns subsection shall be followed. 

A “Partial Return” shall occur when: 

g.     a portion of a Products order was not delivered to or received by the Applicant; or

h.     a portion of a Products order was returned or cancelled by an Applicant pursuant to Company’s return policy or an unresolved dispute with Applicant. 

In the event of a Partial Return: 

i.      the Company shall reimburse the Applicant for the amount of the Partial Return;

j.      the Company shall immediately notify SweetPay of the Partial Return and upload and updated invoice to the SweetPay Portal;   

k.     SweetPay will immediately deliver the Company’s email notice of the Partial Return and updated invoice to the applicable Lender Partner; and

l.      the applicable Lender Partner will reflect this change in their records, but will not complete a reverse ACH related to the Partial Return.      

8.     6.  Product or Service Issue.  In connection with a Financing, if the Applicant returns, rejects, cancels or has issues with some or all the goods or services purchased or to be purchased from the Company or amounts claimed due related thereto, then it will be deemed a consumer objection (“Consumer Objection”).  If SweetPay determines that an Applicant has submitted a fraudulent Loan application, such application will be deemed a fraudulent loan application (“Fraudulent Loan Application”).  Upon the occurrence of a Consumer Objection or a Fraudulent Loan application, SweetPay will notify the Company and the Company will have ten (10) business days to investigate and use reasonable efforts to resolve the matter with the Applicant (the “Objection Resolution Period”).  Unless SweetPay and the applicable Lender Partner both agree that the Consumer Objection or Fraudulent Loan application is unreasonable or is not supported by the evidence or disproved via evidence from the Company, then at the end of the Objection Resolution Period, SweetPay shall have the right to (i) make demand upon and (ii) offset, charge back, or otherwise retrieve from the Company the portion of the Loan as determined by the Lender Partner that relates to the Consumer Objection or Fraudulent Loan application, and Company shall return such amount to the applicable Lender Partner.  If SweetPay determines that the Consumer Objection is the result of fraudulent activity or dishonest conduct on the part of the Company, the funds provided by SweetPay to the Company relating to the subject transaction shall be deemed to be a Reversed Payment and Company shall pay to SweetPay such Reversed Payment within two business days of notice from SweetPay.

9.     7.  Promotions.  The Company acknowledges that SweetPay has promotional products, including 0% interest products. By written notice, including email at support@sweetwaytopay.com, Company may notify SweetPay that it wishes to offer or not offer a particular Promotion. Changing promotion preference may be done on a reasonable, periodic basis, as Company wishes.

1     9. Lender Partners Loan Products and Decisions.  The Company expressly acknowledges and agrees that the terms, conditions and pricing of all loan products issued by the Lender Partners, including promotional loan products, are subject to change in the sole discretion of the Lender Partners.  The Company also expressly acknowledges and agrees that decisions and determinations with respect to possible Loans shall be made at the sole and absolute discretion of the Lender Partners.   The Company agrees that SweetPay and its Lending Partners may do background checks on the Company, including but not limited to secretary of state / good standing, background criminal checks and credit checks.

       10.  Third-Party Beneficiaries.   Each Lender Partner shall be a third-party beneficiary as it relates to the provisions in this Agreement related to Lender Partners. 

1     11.  Applicable Laws.   Each party hereby agrees to comply with all applicable United States federal, state and local laws, statutes, rules and regulations in connection with its participation in the SweetPay Program . 

       12.  Term & Termination.  The term of this Agreement shall be for six (6) months commencing on the Effective Date (the “Initial Term”.)  This Agreement shall automatically renew for subsequent six (6) months periods after the Initial Term (the “Renewal Periods) unless either party provides written notice at least thirty (30) days prior to the Renewal Period commencing (the “Termination”.)  Either party may terminate this Agreement for cause with thirty (30) days written notice to the other party.  

       13.  Non-circumvention.  During the term of this Agreement and for twelve (12) months following termination, Company agrees not to circumvent SweetPay and work directly with the Lender Partners or to create a similar version of the SweetPay Program independent of SweetPay. 

1      14. Limitations of Liability.  In no event will either party or its suppliers or their respective affiliates, employees, or agents be liable for loss of profits, business, use, or data, or for interruption of business, or any other indirect, incidental, consequential or punitive damages even if advised of the possibility of such damages, regardless of the form of action.  Except in the event of Company circumvention of SweetPay, in no event will either party’s aggregate, cumulative monetary liability for any damages under or related to this Agreement from any cause (including misrepresentation or negligence) whatsoever, regardless of the form of action, exceed fifty thousand ($50,000). 

1      15.  Indemnification. 

SweetPay hereby agrees to indemnify and hold harmless Company from and against any and all costs, claims, demands, damages, losses, and liabilities (including reasonable attorney’s expenses, fees and costs) arising from or in any way related to SweetPay’s administration of the SweetPay Program and also from any negligent acts or willful misconduct.

         16.  Confidentiality.  The parties agree not to disclose and/or distribute to any third-party not affiliated with the party any data or information obtained from the other party that is understood to be confidential, including, but not limited to, this Agreement, Company financial data, and SweetPay Lender Partners, fees, and proprietary software design and processes.

        17.  Jurisdiction. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the Commonwealth of Virginia and the parties agree that the venue of any litigation arising out of any dispute concerning this Agreement shall be in the courts of Albemarle County, Virginia.

Exhibit A - Fees

Program Launch Fee.   In consideration of the efforts and costs incurred by SweetPay to onboard the Company to allow its use of the SweetPay Program, Company agrees to pay a one-time program launch fee equal to $299.00 per store (the “Program Launch Fee”).  SweetPay will invoice Company immediately following execution of this Agreement and Company agrees to pay the Program Launch Fee immediately upon receipt, using the invoice’s online payment methods. 

Transaction Fee.   In consideration of SweetPay providing the technology to facilitate Financings, and all the other services provided by SweetPay hereunder, the Company shall pay to SweetPay a transaction fee equal to 1.00% of  Financings.  In the event that Company owes a transaction fee for a particular month, SweetPay will invoice Company for such fee and withdraw the amount in the invoice from the Company account on file with SweetPay. 

Prequal Reimbursement.  Company acknowledges that SweetPay will utilize its technology to facilitate soft credit pulls through TransUnion and will compare the derived credit data to key loan parameters provided by SweetPay’s lender partners to produce loan prequalification decisions, either prequalified or not prequalified (each, a “Prequal”) (each, a “Prequal”).  There shall be no cost to the Company for the first ten (10) Prequals per month, provided the Company shall reimburse SweetPay $1.50 for each Prequal that exceeds ten (10) Prequals per month.  The Company agrees that it will use Prequals only in connection with securing a loan from a Lender Partner within the SweetPay Program.