Partner Agreement

Updated on 2022-04-23



This Partner Agreement (the “Agreement”) is entered into between Uplift Credit Inc., a Canadian federally incorporated corporation with headquarters in Vancouver, British Columbia, Canada (“UCI”) and the medical provider that has completed an enrolment form on UCI’s website, accepts payment from UCI, or voluntarily agrees to accept marketing services from UCI ( the “Provider”).



This Agreement is entered into as of the date any representative of the Provider creates or modifies its profile on UCI’s website at www.upliftcredits.com or any of its subdomains or extensions or the Provider prompts its existing or potential patients or clients to use UCI’s website or services.

 

RECITALS

 

A. UCI provides financing services to patients or clients (interchangeably referred to as “Patients” or “Clients”) of participating medical, dental, and other health providers through which qualified Patients of such providers may finance the cost of desired medical, dental, or other health procedures, services, products, and travel expenses purchased from the Provider;

 

B. Provider is lawfully engaged and properly licensed to conduct business in providing one or more medical, dental, or other procedures, services, products, or related travel services (“Services”) to individual Clients;

 

C. Provider desires to participate in the UCI’s Medical Finance Service Program (the “Program”) whereby Clients of Provider may apply for and, if qualified, obtain from UCI or through UCI UCI’s lending partners financing to facilitate Client’s payment of the purchase price for Services; and

 

D. UCI desires that Provider participate in the Program in compliance with the terms, conditions and covenants set forth in this Agreement.


NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereby agree as follows:

 

1. UCI Medical Finance Program. Provider hereby subscribes to the Program, and UCI authorizes Provider to participate in the Program, pursuant to the following terms and conditions:

 

1.1 Referral of Clients. Provider shall refer Clients seeking Provider’s Services who are in need of private financing for the purchase of Provider’s Services to UCI or to the UCI website for application and underwriting to ascertain whether Provider’s Client qualifies for financing through UCI or UCI’s lending partners (individually or jointly “Lender”). For purposes of this Agreement, Lender shall mean either of the following: (i) any financial institution or entity (or parent, subsidiary, or affiliate thereof) that offers, or has at any time in the past, offered financing to any prospect Clients or Patients who have submitted a financing applications to UCI; or (ii) any financial institution or entity (or parent, subsidiary, or affiliate thereof) with whom UCI has a contractual relationship. Provider agrees that owner(s)/principal(s) and employees of Provider will not submit personal applications for financing through UCI without written permission by UCI.

 

1.2 Qualification of Clients. UCI shall take any and all action reasonably necessary to ascertain whether or not Provider’s Client qualifies for the financing requested from UCI or from any Lenders through the Program. Provider shall not be obligated to assess or pre-qualify any Client to ascertain his or her creditworthiness and is not authorized to make any representations or promises about whether or not a Client will qualify to obtain such financing. UCI makes no promises, representations, or guaranties that financing for a particular Client will be approved. UCI and/or Lenders may accept or reject any Client for financing based upon applicable underwriting and origination guidelines as interpreted by UCI or Lenders in their sole discretion.

 

1.3 Financing Application and Consumer Credit Disclosures. To allow sufficient time for application, underwriting and processing, it is recommended that Client make a full and complete application for financing to UCI not less than fourteen (14) days prior to the delivery of the desired Services. A full and complete application shall include all necessary income, expense, assets and liability information. Upon receipt of such application and information, UCI will submit the same to one or more Lenders for processing and underwriting with respect to obtaining for Client financing (“Financing”). Provider acknowledges that applications for financing made less than fourteen (14) days prior to the delivery of Services are more likely to be subject to delays beyond the planned date for delivery of Services by Provider. UCI shall not be liable to Provider for any such delays. Upon receiving approval for Financing by a Lender, UCI may, but is not obligated to, assist as needed in facilitating delivery of all Lender disclosure documents required for such financing. Provider shall not participate in handling any disclosure documents related to any Financing. Nothing contained herein is intended to preclude any Lender from offering Financing to a Client to deal directly with the Client in making required disclosures and closing any Financing.

 

1.4 Approval and Funding Process. Upon satisfaction of Lender’s or UCI’s lending requirements, a Financing agreement (“Note”) shall be executed by Client in favor of Lender or UCI, and in the absence of an executed Note, the Installment Agreement on UCI’s website shall prevail. Upon execution of all required disclosure documents and the Note, Lender, or UCI, shall fund the Financing directly through UCI and UCI shall pay Provider directly for Client approved Services or Provider invoices to the Client via Automated Clearing House (“ACH”), bank wire transfer, Wise.com electronic transfer, LavaWallet.io transfer, or any other means suitable for UCI and Provider. If payment by ACH is selected by the Provider, Provider shall cooperate with UCI in establishing an ACH direct settlement account by providing UCI in advance with a voided check from the account to be used by UCI for funding. Provider authorizes UpliftCredits. (“UCI”) to initiate ACH transfer entries and to credit and/or debit the account identified. This authorization shall remain in effect unless and until UCI receives written notification from Provider that this authorization has been terminated in such time and manner to allow UCI to act or the Provider updates its payout account settings on LavaWallet.io. The UCI website user who has completed the clinic enrolment application on UCI’s website represents and warrants to UCI that the person is an authorized signatory on the account referenced above and all information regarding the account is true and correct.

 

1.5 Payment of Financing Funds. The manner and timing of funding shall be based on the circumstances and timing of the application, approval and funding of each Note as well as the timing of the planned delivery of Services. If a Client is approved for UCI’s Patient Direct Program, funds are distributed to Client directly from the Lender. Provider acknowledges and agrees that UCI shall not be responsible if a Client uses payments received directly from the Lender for any purposes other than the Services. The release of funds to the Provider are guaranteed once the Client approves payment of provider invoices or transfer funds or credits from its LavaWallet.io to the Provider. 

 

1.6 UCI Fees. Pricing related to UCI Fees under this Agreement is set in Partner Fee Schedule enclosed to this Agreement (“UCI Fees”). In the event any Financing to Provider’s Client is approved and funded by UCI or any Lender as facilitated by UCI, payment of the UCI Fee shall be paid by Provider as an automatic deduction by UCI from the Financing proceeds. Provider hereby authorizes UCI to deduct and retain any and all UCI Fees from any Financing made to Client for which the proceeds of such Financing are paid to Provider for Services as contemplated by this Agreement. The available Financing programs and corresponding UCI Fees for each program are subject to unilateral modification by UCI based upon changes in available Financing programs, available Lenders, and related market conditions. Provider shall be notified in advance by UCI of any modification in the Partner Fee Schedule in advance of the funding of any Financing for the benefit of Client.

 

1.7 Manner of Payment of the UCI Fee. Provider hereby expressly authorizes UCI to automatically deduct the UCI Fees from the proceeds of financing prior to payment to Provider. All UCI Fees shall be automatically deducted from the total financing proceeds prior to disbursement to Provider. Provider hereby agrees and accepts the proceeds of the total Financed amount less UCI Fees as payment in full by Client to Provider of the total financed amount.

 

1.8 Restrictions on Provider Surcharging Client for UCI Fees. Provider shall not surcharge or seek to recover from Client any UCI Fees paid to UCI by Provider. Provider hereby expressly agrees to defend, indemnify and hold UCI, and its shareholders, directors, officers, employees, and agents and any Lender involved in any Note, harmless from and against any and all losses, claims, demands, liabilities, costs, damages, and expenses (including attorneys’ fees) of any nature or kind that arises from or in connection with any breach of this covenant by Provider. Provider agrees to immediately refund such amounts to UCI.

 

1.9 Cancellation of Service. In the event that proceeds are paid to Provider prior to the delivery of Service in its entirety by Provider to Client and the Service is cancelled before delivery for any reason, Provider shall promptly refund to UCI the advanced amount of the monies received from UCI or Lender within three (3) days of such cancellation. Provider shall not charge UCI, Lender or Client any fee in any form for any such cancellation out of the advanced amount of the financed proceeds. Provider may be responsible for any amount UCI incurs to fully close out the financing contract and refund all payments made by Client in the event of cancellation of Service for any reason thirty (30) or more days after the date of Service Provider lists on the Disbursement Form or, if the Provider users LavaWallet.io, as listed on LavaWallet.io’s ledger. Failure to comply with this provision shall constitute a material breach of this Agreement. The term “advanced amount” means the amount paid to the Provider by UCI.

 

1.10 Timely Performance of Service or Delivery of Product. If any Service or Product is not performed or delivered in its entirety within thirty (30) days from the date of disbursement of funds from UCI to Provider, Provider shall promptly refund to UCI the advanced amount of the monies received from UCI or Lender within three (3) days of the 31st day after funds are disbursed to Provider from UCI. If the Provider requests an extension of the thirty (30) day period, then the Provider must notify UCI in writing that the Service will take more than 30 days. If UCI accepts the extension request in writing in UCI’s sole and absolute discretion, this provision shall be extended to no more than one-hundred and twenty (120) days. Provider shall not charge UCI, Lender or Client any fee in any form for any such cancellation out of the advanced amount of the financed proceeds. Provider may be responsible for any amount UCI incurs to fully close out the financing contract and refund all payments made by Client in the event of cancellation of Service for any reason thirty (30) or more days after the date of Service Provider lists on the Disbursement Form. Failure to comply with this provision shall constitute a material breach of this Agreement.

 

1.11 Refunds on the Cost of Services. If there is a refund by Provider of any portion of the cost of any Service delivered by Provider to Client that was paid for by Financing, the refund shall be made to UCI for handling and not to the Client, unless other arrangements are agreed upon in writing between UCI and Provider. 

 

1.12 Person Receiving Services. The person receiving the Services does not need to be the same person approving payment to Provider. However, Provider must notify UCI immediately if Provider believes or has reason to believe that the Client is not the person authorizing payment to Provider. In the event that the Provider fails to notify UCI about the discrepancy, Provider hereby authorizes UCI to automatically charge-back the advanced amount to Provider. If the person receiving Services is not a legal age, than the Provider must receive legal consent from the Client’s legal guardian, and shall forward a copy of the consent to UCI.  

 

1.13 Accounts Opened Fraudulently. UCI is responsible and the Provider is not responsible for any fraudulent activity by the Client. In cases of suspected fraudulent activities or disputes by the Client, the Provider agrees to assist UCI in any manner possible to protect the rights and claims of UCI.   

 

1.14 Charge-Back Rights. This program is a non-recourse program for Provider, meaning UCI will not seek repayment from Provider if the Client fails to repay the loan. However, Provider hereby expressly authorizes UCI to automatically charge-back the advanced amount to Provider:

 

(i) In the event of any dispute or controversy between a Client and Provider, including, without limitation, any dispute or controversy resulting from any alleged breach of agreement or misrepresentation by Provider related to the Service, Product, or Financing if UCI has given Provider an opportunity to respond and UCI determines that the Client’s dispute is valid;

 

(ii) In the event the financed procedure is not performed, the Service is not provided, or the Product is not delivered;

 

(iii) In the event the Provider, or any of Provider’s employees, contractors, agents, officers, or agents, are not properly licensed at the time of the procedure;

 

(iv) Upon the filing of any lawsuit or arbitration alleging professional negligence or malpractice by the Client related to any Service;

 

(v) In the event UCI believes or has reason to reasonably believe that any information provided by the Provider to UCI was incorrect, inaccurate, incomplete, or misleading;

 

(vi) In the event any of Provider’s representations or warranties contained in this Agreement or on UCI’s websites are materially untrue or incorrect;

 

(vii) In the event UCI believes or has reason to believe that any agreement provided by the Provider is not a bona fide legal obligation of the Provider, or any document provided by the Provider to UCI is the subject of fraud, is invalid, or has been tampered with in any way;

 

(viii) In the event that any Lender charges-back or disputes any funds delivered to or due and payable to UCI or the provider on the basis of non-receipt of Services and provider fails to provide adequate supporting evidence within seven (7) business days of request by UCI; or

 

(ix) Any other occurrence constituting a material breach or default under Section 8 herein. UCI shall provide Provider with written notice of any and all disputes and allegations of breach or misrepresentation and allow Provider five (5) days to address and/or resolve such allegations. Provider’s response on these matters shall be submitted to UCI in writing.

 

1.15 Assignment of Holder Rights under Financing Documents. Any Note executed by any Client of Provider for financing to pay for Provider Services under this Agreement may be assigned by the holder of such Note, whether UCI or any other Lender, and the holder of such Note or the assignee of the holder shall have the absolute right to collect all amounts due on the Note from Client and all other rights related thereto.

 

2. Term and Termination. The initial term (“Initial Term”) of this Agreement shall be for a period of one (1) month commencing upon the date of this Agreement. Upon the expiration of the Initial Term, this Agreement shall remain in effect until either party terminates it as provided herein. This agreement may be terminated:

 

(i) by either party on thirty (30) days advance written notice to the other party.

 

(ii) by UCI upon notice to provider in the event (1) Provider fails to comply in any material respect with any representation, warranty, term or obligation under this Agreement; (2) Provider suffers a material adverse change in its business, financial condition, business practices, products or services; (3) Provider sells all or a substantial portion of Provider’s business or assets; (4) UCI deems Provider to be financially insecure; or (5) there are, as determined by UCI it its sole discretion, excessive Chargebacks on loans submitted by Provider or Provider’s patients/clients in any calendar quarter. Upon termination of this Agreement UCI shall reconcile all existing accounts between the parties and all earned UCI Fees, charge-backs, and refunds shall be credited as appropriate to each respective party. In the event, any issues arise under any Note executed pursuant to this Agreement that requires refunds or charge-backs for any reason, the party subject to such refund or charge-back shall pay such amounts upon demand.

 

3. UCI and Provider Advertising. In case of cancellation of this Agreement, the Provider agrees to remove any reference to UCI from its website with ten (10) business day of cancellation. 

 

4. Provider’s Liability Insurance and Indemnity. Provider represents and warrants that at all times during this Agreement, Provider shall maintain an appropriate amount of malpractice insurance to satisfy any claims against Provider by Clients for professional negligence. UCI and any Lender providing financing hereunder are independent of Provider and Provider shall defend, indemnify, and hold UCI and any Lender, or assignee of any Note executed by a Client of Provider, harmless against any losses, demands, liabilities, costs, damages, and expenses (including attorneys’ fees) of whatever form or kind, from claims made against Provider by Client arising out of Services rendered by Provider.

 

5. Non-Circumvention. Provider hereby expressly represents, warrants, and agrees that it and all of its officers, directors, agents, affiliated companies, successors in interest or assignees shall not directly or indirectly attempt to circumvent UCI by contacting, dealing with, entering into any agreement with, partnering with, or otherwise doing business with or attempting to obtain financing directly or indirectly from any Lender (or any employee, officer, director, agent, or individual affiliated with any Lender) for the later of the following: (i) two (2) years from the date this Agreement is terminated; (ii) five (5) years from the date of the agreement, or (iii) two (2) years after a receipt by UCI of an application from any current or prior patient of the Provider, regardless of whether such application is provided to UCI directly by the Provider.

 

6. Confidentiality. The parties each acknowledge and agree that during the term of this Agreement, private, confidential and proprietary information, including, without limitation, financial data and client information (“Proprietary Information”) will be exchanged between the parties in order to accomplish the objectives of this Agreement. Each party agrees, covenants and warrants to keep confidential all Proprietary Information obtained from the other party, and shall not use or disclosed such information to any third party (including, without limitation, any business, operation, corporation, partnership, association, agency or other person or entity which is in the same business or industry as, or contemplates operating in the same business or industry as, UCI) for any reason beyond the purpose of this Agreement. Provider agrees to strictly limit access, use, dissemination, disclosure, reproduction, and distribution of the Proprietary Information obtained from UCI only in the course of performance pursuant to this Agreement and disclose Proprietary Information only to those of its employees, representatives, agents and contractors that need to know it in performing the obligations under this Agreement. Any failure by Provider to keep the Proprietary Information strictly confidential shall be deemed an immediate and material breach of this Agreement and will entitle UCI to institute any and all necessary action against Provider that UCI deems appropriate, including, but not limited to, seeking temporary and permanent injunctive relief against Provider and any other persons or entities, in addition to any and all other remedies available under this Agreement, or at law, in equity or by statute. Each party shall have the right to disclose Proprietary Information as required by law or legal process.

 

7. Representations and Warranties. Provider hereby represents, warrants, and covenants to UCI as follows, upon which representations, warranties, and covenants UCI has expressly relied in entering into this Agreement and agreeing to engage in the transactions described herein and contemplated hereby:

 

(i) Provider is currently, and shall be throughout the term of this Agreement, duly organized, validly existing, and in good standing with country, state, and other local laws and regulations of its incorporation as such, and has full power to carry on its business;

 

(ii) Provider is in compliance with, and will continue to comply with, all applicable laws, rules and regulations, including but not limited to: laws relating to (i) Services; (ii) the advertising or sale of products and services; and (iii) laws relating to privacy and data security.

 

(iii) All of Provider’s operations are duly licensed and permitted under all applicable country, state, and other local laws, rules and regulations of any governmental authority, including without limitation, all licenses, registrations, certifications, and permits necessary or appropriate to carry on its business and to own and operate its assets, properties, and businesses;

 

(iv) Provider will provide only truthful and complete information to UCI, and will take no action to prevent any obligation from being valid and enforceable against any party;

 

(v) Provider has duly paid any and all license, franchise, corporation or other taxes, fees, duties or charges levied, assessed or imposed upon it or upon any of its properties of whatsoever kind or description;

 

(vi) The execution and delivery of this Agreement by Provider and Provider’s performance of the transactions contemplated herein have been duly and validly authorized by all necessary action, including any action required under Provider’s governing instruments;

 

(vii) The execution, delivery and performance of this Agreement constitute a legal, valid and binding obligation of Provider enforceable in accordance with its terms, without any offsets or counterclaims, and no further actions are required for Provider to enter into this Agreement and such other instruments;

 

(viii) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or default of any statute, rule or decree of any court, administrative agency or governmental body to which Provider is or may be subject;

 

(ix) There are no investigations, claims, proceedings, or litigation pending or, to the best of Provider’s knowledge, threatened against itself by any regulatory body or governmental agency having jurisdiction over it regarding its business, licenses, permits, or assets, or that would affect Provider’s ability to perform each and every of its obligations under this Agreement or any Agreement or instrument related hereto;

 

(x) Provider covenants that, at no time during the Term will it knowingly communicate to UCI or any Lender any incorrect, inaccurate, incomplete, or misleading information of any kind or nature;

 

(xi) Provider has, and will continue to have throughout the Term, legal capacity to perform and provide the Provider Services;

 

(xii) Provider shall require each Client to present appropriate government-issued photo identification to verify Client’s identity;

 

(xiii) No false, fraudulent or misleading representations were made nor were unfair or deceptive trade practices engaged in by Provider or by the Client, and no statements, promises or representations were made by Provider to Client, except as stated in writing in any financing agreement.

 

(xiv) The representations and warranties contained herein shall be deemed to be continuing representations, warranties and covenants of Provider and shall continue beyond the Term of this Agreement and until all obligations of Provider hereunder have been fully performed and all sums due to UCI have been paid in full without any contingent liability to return any amounts received.

 

8. Default. In addition to all other breaches and defaults described herein, the occurrence of any one or more of the following shall constitute a material breach and default under and in connection with this Agreement:

 

(i) Provider’s failure to fully and timely pay or refund any amounts at any time due and owing to UCI under this Agreement;

 

(ii) The failure of either party to fully and timely perform any duty or obligation under this Agreement within ten (10) days after receiving written notice of such failure;

 

(iii) Provider ceases to do business, dissolves, becomes insolvent, files for bankruptcy, or has a receiver appointed for any portion of its property or assets;

 

(iv) If any representation or statement (including, without limitation, the Warranties and Representations set forth in Section 8) made or furnished by or on behalf of Provider to UCI or any other person or entity is or was incorrect, inaccurate, incomplete, or misleading when made.

 

9. Attorneys’ Fees and Collection or Enforcement Costs. In any legal action, small claims action, arbitration, bankruptcy proceeding, appellate proceeding, post-judgment enforcement proceeding or other post- judgment enforcement activities or other proceeding brought to enforce or interpret the terms of (i) this Agreement, (ii) any Contract purchased under this Agreement, or (iii) any individual continuing guaranty of any principal or officer of a party to this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and any costs incurred in that proceeding or activity in addition to any other relief to which it is entitled. The provisions of this Section constitute a distinct and severable agreement from the contractual rights created by this Agreement. In the event of a judgment against one party concerning any aspect of this Agreement or the subject matter hereof, the right to recover post-judgment attorneys’ fees and other costs incurred in enforcing the judgment shall not be merged into and extinguished by any money judgment.

 

10. Relationship of Parties. The parties to this Agreement are independent contractors. Nothing in this Agreement creates or shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between the parties. Neither party shall, under any circumstances, hold itself out to be an agent or employee of the other party.

 

11. Notices. Any notice required or permitted hereunder shall be in writing and shall be deemed to be delivered either: (i) upon personal delivery to the party to whom such notice is addressed, (ii) Any electronic form of communication (Facsimile, E-Mail) or (iii) five (5) days after being forwarded for delivery by FedEx, Purolator, DHL, or certified mail to the respective party at such party’s address set forth on Provider Application, or at such other address as may be subsequently designated by such party in writing to the other party hereto and delivered in accordance with this Section.

 

12. Entire Agreement. This Agreement is binding upon the successors, heirs, personal representatives, and assigns of the Parties, and constitutes their entire agreement with respect to the matters discussed herein. Any and all prior agreements, representations, negotiations and understandings made by the parties, oral and written, express or implied, are hereby superseded and merged herein. In the event of a conflict between the terms of this Agreement and the terms of any Disbursement Form from UCI, the terms of the Disbursement Form shall supersede the conflicting terms of this Agreement.

 

13. Severability. Should any of the provisions in this Agreement be declared or be determined to be illegal or invalid, all remaining parts, terms or provisions shall be valid, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

 

14. Governing Law. This Agreement shall be governed and construed in accordance with the laws of Canada in the province of British Columbia. The parties consent to the sole and exclusive jurisdiction of the state courts and federal courts having jurisdiction in Vancouver for any dispute arising out of or related to this Agreement.

 

15. Jury Waiver. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF, CONNECTED WITH, OR INCIDENTAL TO THE RELATIONSHIPS ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

 

16. Amendments. This Agreement may be amended from time to time by UCI upon thirty (30) days prior written notice to the Provider. The available terms of financing available to a Client are not fixed by this Agreement and are governed by market conditions. 

 

17. Waivers and Remedies. No waiver by a Party of any of such Party’s rights, or any breach or default of another Party shall operate as a waiver of any other right, breach, or default, or of the same right, breach, or default in the future.

 

18. Survivability. Any termination of this Agreement shall not terminate the accrued rights between the parties at the time of such termination. Each party agrees to fully and promptly perform all accrued obligation owed to the other party upon termination. The covenants of confidentiality and nondisclosure set forth herein shall survive the termination of this Agreement.

 

19. Assignment. This Agreement is not assignable or delegable by Provider without UCI’s prior written consent, which consent may be withheld for any reason in UCI’s sole discretion. It is acknowledged and agreed by Provider that UCI may assign its rights hereunder or the rights of any Note holder at any time and without notice to Provider.

 

20. Execution. This Agreement may be executed in one or more identical counterparts, all of which shall together constitute one and the same instrument when each party has signed one counterpart. This Agreement is deemed fully executed by the Provider and UCI if the Provider signs on to UCI’s website and partially or fully completes a clinic enrolment form on UCI’s website, accepts payment from UCI for its invoices to the Client, or voluntarily agrees to accept marketing services from UCI.