Ratio Seller Onboarding Agreement

Published on: January 21, 2025

THIS SELLER ONBOARDING AGREEMENT (“AGREEMENT”) IS MADE AND ENTERED INTO BY AND BETWEEN RATIO TECHNOLOGIES, INC., A DELAWARE CORPORATION (“RATIO”) AND THE USER OF RATIO’S PLATFORM ( “SELLER”). BY ACCESSING THE RATIO WEBSITE OR USING RATIO SERVICES, SELLER APPLICANT AGREES TO BE BOUND BY THIS AGREEMENT AND THE RATIO PRIVACY POLICY.

This Agreement describes the contractual terms regulating Seller’s use of the Ratio services offered through www.ratiotech.com (“Platform”).

1. Description of Ratio Services.

Ratio is a payment processing platform that enables Sellers to sell their subscription accounts receivable (“Cash Flows”) and obtain such annual recurring revenue, less certain fees, in an upfront payment from or through Ratio. The services made available through the Platform are referred to herein as the “Services”, and Seller’s customers who purchase Seller’s services are “Customers”.

2. Onboarding.

To start using Ratio as a Seller, Seller needs to open a Ratio account and be accepted by Ratio. Seller agrees that all account information provided by Seller is accurate. The parties further agree as follows:

2.1. Eligibility.

Seller 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 for the purpose of this Agreement, (ii) obtain consumer and business credit reports on Seller, and (iii) to contact business references provided by Seller in the application process, at any time now or for so long as Seller has not withdrawn its application. Seller further 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 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.

2.2. Business Data.

Seller shall complete all onboarding and business information and provide the data and information requested by Ratio in connection access and use of the Platform, including: (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, such as financial statements, bank records, and CRM data (together, “Business Data”). Seller shall also provide Ratio with all regularly prepared financials statements within 30 days of such statements being completed. Seller shall also permit Ratio and its agents to inspect and copy Seller’s books and records at any reasonable time for the purpose of monitoring compliance with this Agreement. Furthermore, Seller shall allow Ratio to seamlessly integrate Ratio’s Platform with Seller’s banking, billing, accounting, and CRM systems in order to allow Ratio to qualify, and monitor the Seller’s customer contracts and financial health.

3. Using Ratio.

3.1. Access.

Subject to the provisions of this Agreement, Ratio will make the Platform available to Seller on a non-exclusive basis in accordance with the applicable document under which Seller orders Services (“Order”). Ratio will use commercially reasonable efforts to host, operate, and maintain the Platform.

3.2. Support.

Ratio will provide standard technical support to Customers via both telephone and electronic mail sent to support@ratiotech.com on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of Federal Holidays (“Support Hours”). Ratio will make commercially reasonable efforts to respond to any technical questions within 3 business days. Enterprise level support to Sellers via Slack is only available for customers who purchase such support.

3.3. Implementation.

the term of the Agreement, Seller agrees to enable Ratio as a payment processor within Seller’s checkout interface. Seller can offer Services to Customers by implementing the Ratio functionality on any of Seller's user interfaces. These interfaces include, but are not limited to, Seller's website(s), Seller's application(s) or Seller's point of sale device(s).

3.4. Seller’s Use Rights.

to the terms of this Agreement, Ratio hereby grants to Seller the non-transferable (except as otherwise permitted by this Agreement), non-exclusive, non-sublicensable, limited right and license to use and access the Services in accordance with the applicable Order(s), and other provisions of this Agreement. Such rights and license include the right for Seller, including their employees, representatives, contractors, customers, and members, as applicable, to use and access the Platform.

3.5. Limitations of Use.

Except as otherwise provided in this Agreement, Seller will not: (i) sell, rent, lease, sublicense or otherwise transfer or distribute the Platform; (ii) modify, translate, reverse engineer, decompile or disassemble the Platform; (iii) create or prepare derivative works based upon the Platform; (iv) create any copy of or “mirror” the Platform; or (v) alter, destroy or otherwise remove any proprietary notices or labels on or embedded within the Platform.

4. Fees and Payments.

4.1. Ratio as Billing and Collections Agent.

Seller hereby appoints Ratio as an independent contractor to service and administer the Cash Flows which are processed through the Platform. In order to facilitate the collection of amounts payable under such Cash Flows, the parties agree that Ratio shall act as Seller’s agent for collection, and that Ratio shall invoice Customers and collect such amounts as may be due thereunder.

4.2. Customer Orders.

When a Customer completes a transaction for the purchase of Seller’s goods or services through the Platform, Ratio will generate an confirmation and send it to Seller. The confirmation will set forth the amount of Cash Flows purchased, and the amount to be advanced to Seller for that purchase.

4.3. Settlement.

Cash Flows from Platform-processed transactions typically settle into Seller's external bank account within seven (7) business days after Customer completes its purchase transaction on the Platform, unless cancellations, credit denials, bank delays or other irregularities delay or stop such settlement.

4.4. Authorization to Debit or Credit Account(s)

Seller shall pay all fees set forth in any Order. Seller is required to have current, proper and active bank account information on file with Ratio at all times: (i) prior to utilizing the Ratio functionality on any of Seller’s user interfaces, (ii) during the Term, and (iii) for thirty (30) Days following cancellation, termination or expiration of this Agreement. Ratio retains the right to suspend all settlements for Seller’s benefit at any time Seller does not have current, proper and active bank account information on file with Ratio. Seller authorizes Ratio to automatically process via auto-debit/ACH Sellers on-file bank account to cover returns and refunds and reconcile amounts owed to Ratio, or to credit Seller’s on-file bank account in order to reconcile funds owed to Seller. If Seller believes that Ratio has billed Seller incorrectly, Seller must contact Ratio no later than 60 days after the closing date on the first statement in which the error or problem appeared, in order to receive an adjustment or credit.

4.5. Other Payment Method.

In the event that it is not possible to reconcile accounts due to Ratio using Seller’s on-file bank account, all amounts are due and payable within five (5) days of Seller’s receipt of the applicable invoice from Ratio. If such amounts are not paid within 5 days after Seller’s receipt of such invoice, a late payment fee of one and a half percent (1.5%) of the balance due or the maximum amount permitted by law, whichever is lower, will be due and payable by Seller to Ratio for each month such invoice remains unpaid.

5. Confidentiality.

“Confidential Information” means all information which is furnished by one party (the “Disclosing Party”) to another party (the “Receiving Party”) (whether orally, in writing or by inspection), in connection with this Agreement, including but not limited to, the Disclosing Party’s business, customers, financial condition, operations, or business programs mutually developed by the parties; provided that Confidential Information will not include information: (x) which is or becomes generally available to the public (other than as a result of the disclosure by the Receiving Party in violation of this Agreement); or (y) which was independently in the possession of, or developed by, the Receiving Party without the use of any information provided by the Disclosing Party.

Each party recognizes that the Receiving Party may disclose the Confidential Information to its employees, representatives, lenders, assignees, or agents (collectively its “Allowed Recipients”), but only to the extent reasonably necessary to conduct the activities described in this or any related agreement, and which may be incident thereto. All Confidential Information will be kept confidential by the Receiving Party and its Allowed Recipients and the Receiving Party will be responsible for the obligations of its Allowed Recipients under this Agreement. Subject only to a subpoena, court order of which prompt notice will be given and cooperation in any challenges thereto, or the other terms of this Agreement, neither Receiving Party nor its Allowed Recipients will, without the express prior written approval of the Disclosing Party, do any of the following: (i) disclose or permit the disclosure of the Confidential Information to any person, firm, or entity whatsoever (other than providing such information to an Allowed Recipient); or (ii) use or permit the use of the Confidential Information for any purpose other than conducting the activities described in this Agreement.

6. Ownership.

6.1. Ownership of the Platform.

Except for the license and other rights granted to Seller in this Agreement, Ratio retains all right, title and interest in and to the Platform and Ratio’s Confidential Information, including all intellectual property rights therein. Further, Seller acknowledges and agrees that the Platform, derivatives thereof, ideas, methods of operation, modifications, changes, enhancements, conversions, upgrades, additions, sub-systems and modules included in the Platform are proprietary material which contain valuable trade secrets of Ratio.

6.2. Ownership of Seller Data.

Ratio acknowledges and agrees that, as between the parties, Seller exclusively owns all right, title, and interest in and to all information relating to Seller (“Seller Data”) and Seller’s Confidential Information, including all intellectual property rights therein, irrespective of whether such Seller Data is stored or processed through or in the Platform.

6.3. Customer Data.

Ratio acknowledges and agrees that Customer exclusively owns all right, title, and interest in and to information relating any Customer (“Customer Data”) and Customer’s Confidential Information, including all intellectual property rights therein, irrespective of whether such Customer Data is stored or processed through or in the Platform.

6.4. License Grant from Seller to Ratio.

Ratio will be tracking data associated with the business activities and transactions in the Platform, including the Business Data. To the extent such Business Data includes any Seller Data, Seller hereby grants to Ratio, as applicable, a perpetual, irrevocable, nonexclusive, nontransferable, royalty free, worldwide right and license to, access, use, otherwise fully utilize such Seller Data as incorporated in the Business Data for Ratio’s business purposes.

6.5. Seller Provided Content.

When providing Ratio access to content using the Services, Seller grants Ratio a nonexclusive, worldwide, royalty-free, transferable, and sublicensable right to exercise any intellectual property rights Seller has in the content, and to use such content for the purpose of performing this Agreement, and for Ratio’s business purposes. Seller represents and warrant that none of the following infringe any intellectual property right: Seller's provision of content to Ratio and products or services to the Customer, and Seller's posting of content using the Services and promotion of Seller’s products or services to the Customer.

7. Ratio's Communications.

7.1. Notices to Seller.

Seller agrees that Ratio may provide Seller communications about Seller's Ratio Account and the Services electronically. Any electronic communications will be considered to be received by Seller within 1 hour after the time Ratio emails it to Seller.

7.2. Contacting Seller.

In order to contact Seller more efficiently, Ratio may at times contact Seller using calls or text messages at the telephone number(s) Seller has provided us. Ratio may place such calls or texts to (i) provide notices regarding Seller's Account or Account activity, (ii) investigate or prevent fraud, or (iii) collect a debt owed to us. Seller agrees that Ratio and Ratio's service providers may contact Seller using autodialed or prerecorded message calls and text messages to carry out the purposes Ratio have identified above. Ratio may share Seller's phone number(s) with service providers with whom Ratio contracts to assist Ratio in pursuing these interests, but will not share Seller's phone number(s) with third parties for their own purposes without Seller's consent.

7.3. Recording Calls.

Seller understands and agrees that Ratio may, without further notice or warning and in Ratio's discretion, monitor or record telephone conversations Seller or anyone acting on Seller's behalf has with Ratio or its agents for quality control and training purposes or for its own protection.

8. Data Security.

8.1. Data Security.

Ratio will: (i) protect the security and integrity of the all Seller Data and Customer Data that is collected, accessed, stored or received by Ratio in connection with the Platform or the performance of the Services, including, and (ii) develop, implement and maintain a written comprehensive security program (“Security Program”) with administrative, technical and physical safeguards to protect the Seller Data and Customer Data against any unauthorized disclosure or use of such data and any anticipated or reasonably foreseeable threats or hazards to the security or integrity of such data. The Security Program must comply with all applicable federal and state privacy laws. Ratio will maintain a complete audit trail of all transactions and activities associated with all Seller Data and Customer Data.

8.2. Security Events.

Without limiting any obligation of Ratio herein, if at any time Ratio discovers or otherwise becomes aware of any Security Event that impacts Seller or Customer, Ratio will: (i) notify Seller of such Security Event and furnish Seller with the full details of such Security Event; and (ii) cooperate with Seller in any effort, action, or proceeding to protect the Seller Data or Customer Data.

9. Activities Restricted Throughout Ratio Services.

In connection with Seller's use of the Services, or in the course of Seller's interactions with Ratio or third parties, Seller will not:

  1. Breach this Agreement, or any other agreement or published Ratio policy;

  2. Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, antidiscrimination or false advertising);

  3. Infringe Ratio's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy.

  4. Provide false, inaccurate or misleading information;

  5. Send or receive what Ratio reasonably believes to be potentially fraudulent funds, nor continue to process or service an order that Ratio has identified as fraudulent;

  6. Use less efforts and processes to detect and prevent fraud for transactions using the Ratio Services than it would use in transactions not using the Ratio Services;

  7. Publish or send any marketing materials that mentions the Ratio Services, the Ratio marks, or any terms and conditions regarding the Ratio Services, without first obtaining Ratio’s prior written consent;

  8. Refuse to cooperate in an investigation or provide confirmation of Seller's identity or any information Seller provides to us;

  9. Conduct Seller's business or use the Ratio Services in a manner that results in or may result in complaints, Customer disputes, order reversals, fees, fines, penalties or other liability to Ratio;

  10. Take any action that imposes an unreasonable or disproportionately large load on the Ratio infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; or interfere or attempt to interfere with our the Ratio Services.

10. Liability.

10.1. Seller's Liability.

Seller is responsible for all reversals, fees, fines, penalties and other liability incurred by Ratio, caused by or arising out of Seller's use of the Services. Seller agrees to reimburse Ratio, any Customer, or a third party for any and all such liability.

10.2. Reimbursement for Seller's Liability.

In the event that Seller is liable for any amounts owed to Ratio, Seller authorizes Ratio to immediately remove such amounts from Seller's on-file bank account. If Seller does not have sufficient funds in Seller's bank account, Seller acknowledges that Ratio may engage in collection efforts to recover such amounts from Seller.

10.3. Actions by Ratio for Restricted Activities.

If Ratio, in its sole discretion, believes that Seller may have engaged in any Restricted Activities, Ratio may take various actions to protect Ratio, Customers, other third parties, or Seller from reversals, fees, fines, penalties and any other liability. The actions Ratio may take include but are not limited to the following:

  1. Ratio may close, suspend, or limit Seller's access to Seller's Account or the Ratio Services (such as limiting Seller's ability to accept payments, make withdrawals, or remove financial information);

  2. Ratio may contact Customers the Seller has interacted with, contact Seller's bank, and/or warn other Subscribers, law enforcement, or impacted third parties of Seller's actions;

  3. Ratio may refuse to provide the Ratio Services to Seller in the future;

  4. Ratio may hold any balance for up to 180 Days if reasonably needed to protect Ratio against the risk of liability or if Seller participated in Restricted Activities.

11. Termination.

This Agreement may be terminated by either party with 30 days written notice. Upon termination of this Agreement, all of Seller’s payment obligations shall survive, together with Sections 2,4,5,6,9, 10, 11 and 12 hereunder.

12. General Provisions.

12.1. Assignment.

This Agreement will be binding on the Parties hereto and their respective successors and assigns. Neither Party may, or will have the power to, assign this Agreement without the prior written consent of the other Party, except that either Party may assign its rights and obligations under this Agreement, in whole or in part, to any then-existing affiliate of or in the event of any merger, sale of all or substantially all of Seller’s assets, or other similar transaction; provided that in no event will such assignment relieve Seller of its obligations under this Agreement. Subject to and except as set forth in the foregoing, any assignment by operation of law, by order of any court, or pursuant to any plan of merger, consolidation or liquidation, and any change of control of a Party will be deemed an assignment for which prior consent is required, and any assignment made without any such consent will be void and of no effect.

12.2. Severability.

Unless stated otherwise in this Agreement, if any provision of this Agreement is held by an arbitrator or a court of competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision or part thereof shall be severed from this agreement, and the remaining provisions or parts thereof shall continue in full force and effect, without amendment.

12.3. Waiver.

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Litigation of any Claim will take place on an individual basis without resort to any form of class or representative action (the “Class Action Waiver”). This Class Action Waiver precludes any party from participating in or being represented in any class or representative action regarding a Claim. The parties to this agreement acknowledge that the Class Action Waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from the agreement to arbitrate Claims. If the Class Action Waiver is limited, voided or found unenforceable, then the parties’ agreement to arbitrate will be null and void with respect to such proceeding, subject to the right to appeal the limitation or invalidation of the Class Action Waiver. The Parties acknowledge and agree that under no circumstances will a class action be arbitrated.

12.4. Notices.

Except as provided in any express provision of this Agreement, any notice, request, approval, authorization, consent, demand or other communication required or permitted to be given or made pursuant to this Agreement will be in writing and sent to:

  1. If to Seller, at the email address provided by Seller in the Ratio Account.

  2. If to Ratio: legal@ratiotech.com.

12.5. Counterparts

This Agreement may be executed in counterparts, including execution by facsimile, pdf or other electronic transmission, which, when taken together, will be deemed to constitute one and the same Agreement.

12.6. Entire Agreement.

This Agreement incorporates the Vendor Finance Partner Agreement and/or Cash Flow Purchase Agreement between Ratio and Seller (including, but not limited to, provisions on limitations of liability, indemnification, termination and dispute resolution) , and constitutes the entire agreement between Ratio and Seller with respect to the use of the Platform, and may only be modified by a written amendment or addendum signed by both Parties. In the event of any express conflict between (a) this Agreement and (b) the Vendor Finance Partner Agreement or Cash Flow Purchase Agreement, the latter agreements shall govern.