Ratio Seller Onboarding Agreement

Published on: December 5th, 2024

THIS AGREEMENT IS MADE AND ENTERED INTO BY AND BETWEEN RATIO TECHNOLOGIES, INC., A DELAWARE CORPORATION (“RATIO”) AND THE PARTY THAT IS APPLYING HEREUNDER TO BECOME A CUSTOMER OF RATIO (“SELLER APPLICANT”). BY ACCESSING THE RATIO WEBSITE OR USING RATIO SERVICES, SELLER APPLICANT AGREES TO BE BOUND BY THIS AGREEMENT AND THE RATIO PRIVACY POLICY.

1. Agreement.

This Agreement describes the contractual terms regulating the application by Seller Applicant to become a qualified customer for the Ratio services offered through www.ratiotech.com (“Platform”). Seller Applicant and Ratio will enter into a separate and superseding agreement to allow use the Platform after you have been accepted as a Seller.

2. Description of Ratio Services.

Ratio is a payment processing platform that enables Seller Applicants to sell their subscription accounts receivable and obtain such annual recurring revenue, less certain fees, in an upfront payment from or through Ratio.

3. Using Ratio.

To start using Ratio as a Seller, Seller Applicant needs to open a Ratio account. You agree that all account information provided by you is accurate. The parties further agree as follows:

  1. Seller Applicant consents to Ratio, its agents and representatives and any credit reporting agency engaged by Ratio, to (i) investigate any references given or any other statements or data obtained from or about Seller Applicant for the purpose of this Agreement, (ii) obtain consumer and business credit reports on Seller Applicant, and (iii) to contact business references provided by Seller Applicant in the application process, at any time now or for so long as Seller Applicant has not withdrawn its application.

  2. Seller Applicant authorizes Ratio and its agents to investigate its financial responsibility and history, and will provide to Ratio any authorizations, bank or financial statements, tax returns, etc., as Ratio deems necessary in its sole discretion during the term of this Agreement. Seller Applicant waives, to the maximum extent permitted by law, any claim for damages against Ratio or any of its affiliates relating to any investigation undertaken by or on behalf of Ratio as permitted by this Agreement or disclosure of information as permitted by this Agreement.

  3. Seller Applicant shall complete all registration and onboarding documentation and provide the data and information requested by Ratio in connection therewith. Without limiting the foregoing, such information requests may include: (a) information relating to customer contracts, (such as payment terms, payment history, pricing, duration of any subscription period), and (b) all financial information relating to the Seller Applicant (including financial statements, bank records, and CRM data). Furthermore, Seller Applicant shall allow Ratio to seamlessly integrate Ratio’s Platform with Company’s banking, billing, accounting, and CRM systems in order to allow Ratio to qualify, and monitor the Company’s customer contracts and financial health.

4. Confidentiality.

Each party agrees to protect the other party’s non-public, confidential and proprietary information (“Confidential Information”), using at least the same degree of care that it uses to protect its own Confidential Information, but no less than a reasonable degree of care. The receiving party may use and copy the Confidential Information only to the extent necessary for the performance of its obligations under the Agreement. The receiving party agrees not to disclose Confidential Information to any person except those affiliates and representatives who need to know such information in connection with the performance of the Agreement.  The receiving party shall be responsible for any violation of the terms of this Section by its representatives or affiliates and shall promptly notify the disclosing party of any unauthorized use or disclosure of Confidential Information of which the receiving party becomes aware. The receiving party may disclose Confidential Information to the extent required by law, or with the prior written consent of the disclosing party. Ratio is entitled to disclose Confidential Information to its subcontractors, external advisors and affiliates, provided that such parties are subject to confidentiality obligations at least as protective as those set forth in this section. In the event of legally required disclosure, the receiving party shall make reasonable efforts to give the disclosing party notice of such requirement prior to disclosure so that the disclosing party may seek a protective order or other appropriate remedy to prevent or limit the scope of disclosure.

5. Limitation of Liability.

IN NO EVENT SHALL RATIO AND ITS AFFILAITES AND THEIR OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), UNLESS AND TO THE EXTENT PROHIBITED BY LAW.

6. General.

Seller Applicant agrees that the laws of the State of California , without regard to principles of conflict of laws, will govern this Agreement. Seller Applicant and Ratio each agree that any and all disputes arising out of or relating to this Agreement shall be resolved exclusively through final and binding arbitration through the American Arbitration Association in San Francisco, CA. Seller Applicant further agrees to only assert any claims on an individual basis.