Hearvest LLC, a Delaware limited liability company dba SunHealth Loans ("SunHealth"), in conjunction with third-party lenders ("Lender" or "Lenders"), has established a consumer healthcare finance program (the "Program") for current and prospective clients and applicants of health care professionals ("Client" or "Clients").  Under the Program, Clients may finance the purchase of goods and services provided by healthcare professionals ("Professional" or "Professionals") who have applied to SunHealth and been approved for participation in the Program.  Under the Program, Professionals will process applications by which Clients apply to Lenders to establish accounts ("Accounts") in accordance with the terms herein and the additional terms of such agreements as such Lenders may require Client to execute.  Clients in this Program may also be eligible to participate in the SunHealth Savings Plan, in which financial support is generated through the Client's own savings and/or charitable contributions.

1. SunHealth's Obligations. SunHealth's obligations include the following:
   1. Establish and administer the Program in accordance with all applicable laws and the terms and conditions of this Agreement;
   2. Provide a point-of-sale process for Professional to use to enter Client applications for authorization and processing;
   3. Provide to Professional the approved forms of disclosures (loan applications, terms, privacy policies) and updates as they are published; and
   4. Contact Professional in the event of any dispute requiring support from Professional to resolve, which is made by a Client under the Program.
2. Professional's Obligations.  Professional's obligations include the following:
   1. Display point-of-sale signage relating to the Program which is distributed or approved by SunHealth;
   2. Accept and process loan applications from Clients only for personal, family or household purposes and in accordance with this Agreement and written instructions from SunHealth (e.g., ensure that requested fields are completely filled out, verify identification, provide required terms and disclosures, etc.), without discrimination of any kind and do not process loan applications from Clients who are under duress (Clients who are under general sedation, in extreme discomfort or heavily medicated are deemed to be under duress);
   3. Process only bona fide charges and credits for the sale of goods or Client-directed care (which does not include nonvet emergency room treatment or chronic care) provided by Professional in the ordinary course (and do not process cash advances); ensure that each sale is evidenced by a single complete record with the sale date and the sale amount, and other information as required by SunHealth; transmit such transactions to SunHealth in the required format; and ensure that the corresponding information about charges and credits to Accounts (collectively, "Transaction Data") is not submitted on behalf of a third party and has not been altered in any unauthorized manner;
   4. Ensure that all information about the Program and all Program advertising conducted by Professional provided or directed to Clients is complete, accurate and legally compliant, and refer Clients to SunHealth for more detailed information;
   5. Deliver all goods and/or services covered by any charge processed under the Program prior to the time the charge is processed;
   6. Respond within ten (10) days, or such shorter time as required by this Agreement, to any inquiry from SunHealth, and fully cooperate with, SunHealth in the resolution of disputes concerning sales under the Program;
   7. Obtain an authorization code from SunHealth on all transactions prior to submission, and contact SunHealth prior to completion of a transaction in any case involving suspicious or unusual circumstances;
   8. Pay all applicable fees (collectively "Professional Fees") set forth on SunHealth's pricing schedule issued under the Program, a current version of which is annexed hereto;
   9. Maintain fair (as determined by SunHealth) and legally compliant refund, return and exchange policies, which are designed and reasonably expected to be easily understood by the average Client (it being agreed that any return policy that precludes reimbursement under any circumstances for services not rendered is deemed unreasonable) and ensure the refunds and returns are processed promptly and that any material restriction or limitation is clearly and conspicuously disclosed to Clients in one or more documents signed by the Client and that such disclosure appears near the Client signature area of such documents;
   10. With respect to documents and forms provided to, or to be executed by, a Client under the Program or which constitute a disclosure required by SunHealth and/or applicable law in connection with the Program, only use such documents and forms that were provided to Professional, or approved in writing by SunHealth (and only use the latest version of such documents and forms), and do not modify any such approved documents or forms without SunHealth's prior written consent.
   11. Professional shall not process a charge for services not yet rendered, or goods not yet delivered, unless Professional provides reasonable disclosure to the Client, and either (i) the charges are for orthodontic services or custom products ordered by the Client or (ii) the services are (1) intended to be and are completed, or (2) for out-of-pocket costs incurred by the Professional in anticipation of providing services (such as costs for labs, sedation, equipment, operating room/surgical center booking, anesthesia, etc.), within thirty (30) days of the applicable charge. SunHealth shall have the right to chargeback such advance charges if (a) reasonable disclosure is not given to the Client and the Client elects not to complete the service, or (b) the anticipated services are not actually provided or the costs are not actually incurred within 30 days of the processing of such charges.
   12. Train its employees, and ensure that any service provider/third party vendor ("Third Party Vendor") trains its employees, to operate the Program in accordance with applicable law, this Agreement, and any written instructions provided by SunHealth.
3. Settlement Process/Payments.
   1. Professional agrees to transmit to SunHealth, generally each day, but in no event later than two business days after the transaction date, complete and accurate Transaction Data occurring since the immediately previous transmission.  Upon receipt of the Transaction Data and any required documents, and provided Professional is not in default under this Agreement, either SunHealth or Lender (as decided by SunHealth, in its sole and absolute discretion) will deposit to the bank account designated by Professional the total amount of all charges reflected in such Transaction Data, less the total of (i) any credits reflected in such Transaction Data, (ii) any amounts being charged back to Professional, (iii) any Professional Fees, which SunHealth may choose to deduct on a daily or monthly basis, in its sole and absolute discretion (and/or corrections to any such fees based on erroneous information submitted by Professional), unless SunHealth elects to separately bill Professional for such fees, and (iv) at SunHealth's option, any other amounts (including any fees) which may be owed to SunHealth or to any of SunHealth's affiliates, by Professional, or by any of Professional's affiliates, or under any other agreement or merchant number between SunHealth and Professional.  If at any time, the amount SunHealth owes Professional is less than the amount Professional owes SunHealth (without regard to any Reserve Account established hereunder), Professional agrees to pay SunHealth the net difference.
   2. If SunHealth determines in its sole and absolute discretion that Professional's financial condition has deteriorated, if Professional breaches this Agreement, or if SunHealth experiences an unusual volume or nature of disputes and/or chargebacks, returns or credits relating to charges submitted by Professional (based on SunHealth's experience with Professional and/or other professionals or providers in the same or similar practice areas), then SunHealth may withhold from the settlement payments otherwise due Professional an amount SunHealth deems necessary to fund a non-interest bearing reserve account (the "Reserve Account").  SunHealth shall be the sole owner of the Reserve Account (if any), and may (but need not) debit the Reserve Account from time to time to satisfy any amounts owed by Professional to SunHealth. SunHealth will return to Professional any amounts remaining in the Reserve Account no later than one year after termination of Professional's participation in the Program.
   3. SunHealth reserves the right to refuse to process any Transaction Data presented by Professional (i) unless a proper authorization/approval code is recorded, (ii) if SunHealth determines that the Transaction Data is or will become uncollectible from the Client to which the transaction would otherwise be charged, or (iii) if SunHealth determines that the Transaction Data was prepared in violation of any provision of this Agreement or any written instructions provided by SunHealth.
   4. Professional will not (i) process any charge for more than the sale price of the goods or services (provided that Professional shall include in the transaction amount any taxes imposed by law (such taxes shall not be separately collected)), (ii) impose any surcharge on transactions made under the Program, (iii) require the Client to pay any part of any charge assessed by SunHealth to Professional, whether through any increase in price or otherwise, or to pay any contemporaneous finance charge in connection with the transaction under the Program, or (iv) set a dollar amount above or below which Professional refuses to honor otherwise valid Program transactions, (v) accept payments for charges made previously at Professional and settled, or (vi) process any transaction that represents collection of a dishonored check.
   5. Professional will not accept any payments from a Client for charges billed on an Account, and will instead refer the Client to SunHealth's payment address.  If, for any reason, Professional inadvertently accepts a Client payment, Professional will hold such payment in trust for SunHealth and will immediately forward such payment to SunHealth for processing. Additionally, Professional hereby grants SunHealth a limited power of attorney to cash and retain for its own account any Client payments on Accounts which are erroneously made out to Professional.
4. Loan Applications. Professional will follow all procedures provided to it by SunHealth in taking and submitting to SunHealth loan applications from Clients, will ensure that all loan applications are signed in person by the Client, and will provide to each Client at the time the loan application is submitted a complete and current copy of the applicable terms and conditions and privacy policy that applies to the Account.  SunHealth may, in its sole and absolute discretion, approve or decline any loan application submitted. SunHealth may also decline to pay or credit settlement proceeds to Professional as would otherwise be required hereunder if SunHealth determines that (i) Professional has falsified the application in any respect; (ii) Professional knows or reasonably should have known that the application contains false information; (iii) any information on the physical application does not match the information transmitted to SunHealth; (iv) the identification or verification requirements have not been satisfied; or (v) any other required procedures have not been met (an application meeting the description set forth in any of (i) through (v) above or that otherwise does not meet all of the requirements hereunder or any written instructions provided by SunHealth will be considered a "Defective Application").  If proceeds of any transactions have been credited to Professional's bank account prior to SunHealth's discovery of any of the defects set forth above, SunHealth may charge back the amount of any or all transactions charged on the Account.
5. Chargeback Rights
   1. SunHealth's Right to Chargeback.  SunHealth will bear all credit losses associated with purchases financed on Accounts.  However, SunHealth may charge back to Professional any transaction when one or more of the following occurs:
      1. The Client disputes the charge, if SunHealth has given Professional an opportunity to respond and SunHealth determines that the Client's dispute is valid.
      2. The Client refuses to pay, based on an assertion of a dispute about the quality of the merchandise or services purchased from, or any act or omission by Professional, including any alleged breach of warranty provided by or through Professional.
      3. The charge(s) are incurred on an Account opened upon submission of a Defective Application.
      4. The charge does not fully comply with any of (x) this Agreement (or any representations, warranties and covenants set forth herein), (y) any written instructions provided by SunHealth, or (z) applicable law.
      5. The charge is disputed, and Professional cannot supply a copy of the underlying signed invoice or bill of sale, the signed Program application, or other documents required in accordance with this Agreement or any written instructions provided by SunHealth within seven (7) days of SunHealth's request.
      6. SunHealth determines that (x) any charge does not represent a bona fide sale (including without limitation fraud arising from fraudulent activities of Professional's employees) by Professional, or involved acts of fraud by any party, or (y) Professional did not obtain an authorization/approval code as provided for in Section 2(h).
      7. The goods or services purchased have not been delivered, provided or shipped.
      8. The Client alleges that the Professional provided false or misleading information.
      9. Any credit is submitted where there is no corresponding charge transaction.
      10. Any disputed or fraudulent charge or credit relates to a transaction where the Client was not physically present at Professional's location (e.g., by telephone or via Internet).
      11. The transaction was submitted to SunHealth more than thirty (30) days after it occurred or after Professional is no longer an authorized participant in the SunHealth provider network.
      12. The transaction (x) relates to a loan application that was processed while the Client was under duress, or (y) was for treatment/procedures involving non-vet emergency room or chronic care.
   2. Excessive Chargebacks.  If SunHealth determines, in its sole and absolute discretion, that Professional is receiving an excessive amount of chargebacks or attempted chargebacks, in addition to SunHealth's other remedies under this Agreement, SunHealth may take either or both of the following actions: (1) review Professional's internal procedures relating to the Program and notify Professional of new procedures Professional should adopt in order to avoid future chargebacks; and/or (2) notify Professional of the imposition of a charge (or a new rate with respect to such a charge for processing chargebacks).
6. Ownership of Accounts and Information. Professional acknowledges that SunHealth owns all Accounts, and all information concerning Clients and Accounts obtained in connection with the Program (collectively, "Client Information"), and that Professional has no ownership rights therein. The parties acknowledge that Client Information, which documents the relationship between individual Clients and SunHealth, is not considered "Protected Health Information", as that term is defined in federal health care privacy regulations. Accordingly, Professional will not represent itself as the owner of, or the creditor on, any Account or Client Information. As a precaution, to confirm SunHealth's ownership of Accounts and related documentation, Professional hereby grants to SunHealth a first priority continuing security interest in any right, title or interest that Professional may now have or may hereafter be deemed to have in the Accounts and related documentation, and in the Reserve Account.  Professional authorizes SunHealth to prepare and file any documentation required to evidence and enforce this security interest, including UCC financing statements, and will sign any related documentation requested by SunHealth, including without limitation, any intercreditor agreements necessary to ensure that none of Professional's other creditors asserts any claim on the Accounts, the Reserve Account or any related documentation.
7. Professional's Representations, Warranties and Covenants. Professional represents, warrants and covenants as follows:
   1. Professional will forward to SunHealth promptly after receipt, at any time during or following Professional's participation in the Program, a copy of any legal proceeding, or a communication relating to an Account, a Program transaction received from a Client or from a governmental or regulatory authority.
   2. Without SunHealth's consent, Professional will not permit the sale of extended warranties, service contracts, gift certificates, stored value cards (or reloads), or any other future service or delivery obligation (including any pre-paid membership (periodic or lifetime) or similar product), to be charged to Accounts, and will not add a transaction fee to any transaction.
   3. Professional will issue a credit to an Account (and not give any Client cash) in connection with any return or exchange of merchandise or services originally charged in connection with the Program; such credit shall be included in the next business day's transmission of Transaction Data; the amount of such credit cannot exceed the amount shown as the total on the original invoice or bill of sale, except by the exact amount required to reimburse the Client for postage that the Client paid to return merchandise; and, Professional shall not issue a credit to any Client unless Professional shall have previously completed a retail charge transaction with such Client on the corresponding Account.
   4. On behalf of SunHealth, Professional shall (i) store (in accordance with the security requirements set forth below) original documentation of each Program transaction for at least one year from the date of the respective transaction; (ii) retain copies of all invoices and bills of sale, original completed and signed Program applications, and copies of all Transaction Data submitted to SunHealth, for at least seventy-two (72) months and thereafter continuously unless after retaining such documents for the seventy-two (72) month period Professional offers to ship such documents to SunHealth and SunHealth authorizes Professional to securely destroy them instead; and (iii) provide any or all of these records to SunHealth promptly, but no later than seven (7) business days following SunHealth's request.
   5. Professional 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) its sales of merchandise and services; (ii) the advertising or sale of products and services on credit; (iii) point-of-sale practices and representations made by Professional's employees and representatives; and (iv) laws relating to privacy and data security, including without limitation the requirement to have and maintain a written data security policy.
   6. Professional will provide only truthful and complete information to Clients regarding Accounts, and will take no action to prevent any amounts charged from being valid and enforceable against the applicable Client.
   7. Professional is and will at all times remain solvent, duly organized, validly existing and in good standing under the laws of its state of formation, will not violate its organizational documents or materially violate any agreements it has with third parties, and will advise SunHealth promptly of any condition or default under any agreement Professional has with any third party that may materially affect Professional's prospects, continued operations, or property.
   8. Any and all information previously furnished by Professional to SunHealth, or any information subsequently furnished by Professional, including information provided in Professional's loan application or registration for participation in the Program, is or shall be true and correct in all material respects when furnished.
   9. Professional will not submit a Program transaction for the purpose of (i) disbursing cash (or scrip) to the Client, or (ii) refinancing an existing debt.
   10. Professional will not require (i) a Client to complete any postcard or similar device that includes the Client's name, account number, signature, or any other related account data when any such information would be in plain view when mailed, or (ii) request an account number from a Client for any purpose other than as payment for the sale of Professional's goods and/or services.
   11. Subject to Section 2(m), Professional shall not submit Transaction Data for services not yet rendered, unless those services are (i) intended to be and are completed, or (ii) for out-of-pocket costs incurred, within thirty (30) days of the applicable transaction date.
   12. Professional shall review on a regular basis and shall ensure that (x) each health care professional participating as a "Professional" in the Program hereunder has all required medical or professional license(s), (y) such license(s) are current, and (z) all requirements in connection therewith have been and are continuing to be satisfied by each such health care professional.
8. Client Information/Confidentiality and Data Security.
   1. From time to time, SunHealth will make available to Professional, or Professional may capture in the course of operations under the Program, certain fields of Client Information, in connection with SunHealth's operation of the Program.  Professional agrees in each such instance to use the Client Information only on behalf of SunHealth for purposes of promoting sales under the Program, and only in accordance with applicable law and SunHealth's privacy disclosures to Clients.  Professional also agrees not to transfer or disclose Client Information to any third party without SunHealth's prior written consent.  While Professional may not make use of Client Information provided to SunHealth in connection with applications for the Program, nothing in this paragraph is intended to restrict Professional's use of its own Client list in any way, which list may include information about Clients that Professional obtains on its own in the course of providing goods or services to Clients.  Any Client Information provided to Professional by SunHealth may not be used to augment Professional's own Client files, even where Professional transmitted this information to SunHealth on SunHealth's behalf.
   2. Professional and SunHealth will each have a written policy that implements and maintains appropriate administrative, technical and physical safeguards to (i) protect the security, confidentiality and integrity of Client Information, in accordance with applicable law, (ii) ensure against any anticipated threats or hazards to the security or integrity of Client Information; and (iii) protect against unauthorized access to or use of Client Information which could result in substantial harm or inconvenience to any Client.  Prior to discarding any material containing Client Information, Professional agrees to destroy it in a manner rendering the Client Information unreadable.
   3. Professional and SunHealth will be responsible for the acts and omissions of any third party (other than transfers to or on behalf of the other party) to whom it transfers, provides access, or discloses Client Information.  Additionally, Professional will be responsible for each Third Party Vendor's compliance with the applicable provisions hereunder that SunHealth, and not Professional, may have provided the applicable Client Information to such Third Party Vendor (as defined below).  Without limiting the foregoing, Professional and SunHealth will each ensure that any third party (other than the other party) who obtains access to Client Information through it, directly or indirectly, signs a written contract including strict restrictions on transfer or disclosure, requirements that the Client Information be used only for the specific purpose for which it was disclosed (which purpose must be in connection with Professional's permitted uses hereunder) and data security provisions herein.  Professional will notify SunHealth in advance if Professional decides to engage a Third Party Vendor that will have access to Client Information  and will ensure that (i) such Third Party Vendor has sufficient controls in place to comply with this clause and clause (d) below, and (ii) the employees of such Third Party Vendor who will be responsible for fulfilling Professional's obligations under the Program have been trained sufficiently so as to be able to properly fulfill Professional's responsibilities hereunder.  If SunHealth requires an audit of Professional or any of Professional's Third Party Vendors, agents, business partners, contractors, or subcontractors due to a data security compromise event or suspected event, Professional agrees to cooperate, and cause its Third Party Vendors to cooperate, with such audit and agrees to pay for all costs and expenses related to such audit, including all of SunHealth's costs relating to such audit, including attorney's fees.  SunHealth may engage third parties to perform some or all of SunHealth's obligations under this Agreement, including, without limitation the servicing and administration of Accounts, and may share information with such third parties as needed to perform their contracted functions.  As between SunHealth and the Third Party Vendor, SunHealth is and will remain the sole and exclusive owner of all right, title and interest in and to all Client Information.  To the extent the Third Party Vendor has access to Client Information in connection with the processing of Program transactions, including through Professional's website, it will only use such Client Information for the limited purpose of processing Program transactions, and will not, without the express written consent of SunHealth, in each instance, commingle any Client Information with any other data or information.
   4. In addition to any other provisions of this Agreement, Professional shall notify SunHealth immediately upon discovery or notification of any actual, potential or threatened security breach (i.e., unauthorized access or use) involving or which may involve any information about SunHealth's customers.  Professional shall also provide SunHealth with a detailed description of the incident, the type of customer information that was the subject of the security breach, the identity of the affected customers, and any other information SunHealth may request concerning the customers or the details of the breach, as soon as such information can be collected or otherwise becomes available.  Professional agrees to take action immediately, at its own expense, to investigate the incident and to identify, prevent and mitigate the effects of any such security breach, and to carry out any recovery necessary to remedy the impact.  Professional also agrees to bear any cost or loss SunHealth may incur as a result of the breach, including without limitation, the cost of notifying Clients if required by applicable law, rule, or regulation or SunHealth reasonably determines notification should be provided.  The provisions hereunder will apply to the Third Party Vendor and any breach of its systems, and Professional will be responsible for satisfying the obligations hereunder in any case in which there has been any actual or threatened breach of such Third Party Vendor's systems.
9. Professional Information.  The information furnished by Professional to SunHealth in its application for participation in the Program and thereafter is complete and accurate and fairly presents the financial condition and business of Professional. Professional will also provide SunHealth from time to time upon request a copy of Professional's prepared financial statements and such other financial information prepared by Professional in the ordinary course as SunHealth may reasonably request.  SunHealth shall not disclose such financial information to any unaffiliated third party.  Notwithstanding anything in the foregoing to the contrary, SunHealth may share information about Professional's participation in the Program with entities with which SunHealth has any marketing referral arrangements, as well as with sponsors, including but not limited to professional associations or buying groups of which Professional is a member, and manufacturers whose products and services are sold by Professional and financed under the Program. Additionally, Professional will provide SunHealth with information of any change of control involving Professional, or any change in Professional's name, business structure or form, principal office, or state of incorporation, before or when the change occurs.  Professional information may be shared by SunHealth with its affiliates subject to the provisions of this Agreement.  With prior notice and during Professional's normal business hours, representatives of SunHealth may visit Professional's business premises and may examine only that part of Professional's books and records that pertain to Transaction Data and Program sales and credits.
10. No Consequential Damages.  Except with respect to indemnification of third party claims, and confidentiality/security obligations set forth herein, (i) in no event shall either party be liable to the other for any special, incidental or consequential damages arising from such other party's actions under this Agreement, and (ii) both parties waive any claim for punitive damages arising from the other party's actions under this Agreement.
11. Indemnification.
    1. Professional agrees to indemnify, defend and hold harmless SunHealth and its affiliates, officers, directors, employees, and agents from any losses, liabilities, and damages of any and every kind (including, without limitation, any costs, expenses or reasonable attorneys' fees incurred by any indemnified party), to the extent arising out of any claim, complaint, or chargeback (i) made or claimed by a Client with respect to any sale made by, or Transaction Data submitted by, Professional, (ii) made or claimed by any person or entity with respect to the treatment provided or the products or services sold or provided by Professional, or the advertising or promotion involving such treatment, products or services; (iii) caused by Professional's noncompliance with the terms or covenants of this Agreement, any written instructions provided by SunHealth, or any provision of applicable law, including without limitation, the failure of any representation, warranty or covenant made by Professional to be true and correct when made or deemed made, (iv) caused by any voluntary or involuntary bankruptcy or insolvency proceeding by or against Professional, (v) the acquisition by Professional from SunHealth, in connection with a charge or credit to an Account, of a Client's account number by telephone or by some other means, (vi) caused by circumstances relating to Professional that create harm to or loss of goodwill to SunHealth.
    2. SunHealth agrees to indemnify, defend and hold harmless Professional and its affiliates, officers, directors, employees, and agents from any losses, liabilities, and damages of any and every kind (including, without limitation, any costs, expenses or reasonable attorneys' fees incurred by any indemnified party) to the extent arising out of any claim or complaint based on SunHealth's material breach of this Agreement.
    3. The indemnities herein shall survive the termination of this Agreement.
12. Term/Termination/Suspension.
    1. SunHealth may terminate or suspend Professional's participation in the Program, and this Agreement, at any time without prior written notice to Professional, if (i) Professional breaches this Agreement, (ii) SunHealth determines that (x) Professional's financial condition has deteriorated or Professional ceases to meet SunHealth's Professional underwriting criteria, or (y) there are an excessive number of disputes between Professional and Clients, (iii) Professional undergoes a change of control, (iv) SunHealth determines that circumstances relating to Professional have or could create harm to or loss of goodwill to SunHealth, or (v) Professional fails to complete training related to the Program required by SunHealth, or (vi) Professional does not submit Transaction Data or a loan application for a period of twenty-four (24) months or longer.  SunHealth may also terminate this Agreement or Professional's participation in the Program, without cause, upon fifteen (15) days written notice to Professional.  Professional may terminate this Agreement, without cause, on fifteen (15) days' prior written notice to SunHealth. This Agreement will automatically terminate if a petition in bankruptcy is filed involving Professional.  
    2. Notwithstanding termination by either party (i) the terms of this Agreement will continue to apply to any Accounts established or Program transactions occurring, prior to the effective termination date (by way of example, settlement, returns, submission of credits, and processing of chargebacks), (ii) without limiting the provisions of clause (i), the provisions of Sections 3(b), 3(e), 5, 6,  7(d), 8, 10, 11, 12(b), and 13 will survive such termination, and (iii) SunHealth may use Professional's name and marks for purposes of liquidating, administering or collecting Accounts.
13. Miscellaneous.
    1. Assignability. Professional may not assign this Agreement, or its rights or obligations hereunder without the prior written consent of SunHealth. SunHealth may, without Professional's consent, assign this Agreement to an affiliate, or to any entity that acquires the portion of SunHealth's business that operates the Program, or transfer or securitize all or any portion of the Accounts or any related rights or interests therein. Professional may not use third parties to perform its obligations hereunder without prior written consent of SunHealth.  SunHealth may also use subcontractors to perform obligations of SunHealth hereunder, but any such subcontracting will not relieve SunHealth of its obligations to Professional hereunder.
    2. Amendment.  This Agreement may be amended (or a new agreement substituted for it) by SunHealth by sending a notice of amendment to Professional, and Professional's submission of Transaction Data to SunHealth after the stated effective date will constitute Professional's agreement to the amendment.  Unless an amendment expressly states otherwise, the amendment shall be effective as to all Accounts whether established or incurred before or after the effective date of such amendment.
    3. Nonwaiver; Remedies Cumulative.  No delay by any party hereto in exercising any of its rights hereunder, or in the partial or single exercise of such rights, shall operate as a waiver of that or any other right.  No right under any provision of this Agreement may be waived except in writing and then only in the specific instance and for the specific purpose for which such waiver was given.  The rights and remedies provided for in this Agreement are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided for by law or in equity.
    4. Governing Law; Arbitration.
       1. This Agreement and all rights and obligations hereunder, including, but not limited to, matters of construction, validity and performance, shall be governed by and construed in accordance with the laws of the State of Delaware.
       2. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the "Rules") in effect on the date of the commencement of the arbitration, and applying the substantive law of the State of Delaware, without reference to its laws relating to conflicts of law.  The arbitration shall be conducted in New York, New York by a sole arbitrator appointed pursuant to the Rules.  The arbitrator(s) shall deliver a reasoned written decision with respect to the dispute to each party, who shall promptly act in accordance therewith. The prevailing party shall be entitled to recover its reasonable costs relating to that aspect of its claim or defense on which it prevails, including reasonable attorneys' fees and costs, and any opposing costs awards shall be offset.  The award of the arbitrator shall be final and binding on the parties, and judgment may be entered on the award and enforced by any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive relief or other provisional remedies in aid of arbitration from a court of competent jurisdiction in the event that such action is reasonably necessary (e.g., a data breach). Each party hereby irrevocably and unconditionally consents to service of process in the manner provided for notices herein.
       3. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES AGREES THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
    5. Further Assurances. Each party hereto agrees to execute all such further documents and instruments and to do all such further things as any other party may reasonably request in order to give effect to and to consummate the transactions contemplated hereby.
    6. Notices. Except as set forth in the next sentence, all notices and consents, must be given in writing and either hand delivered, mailed first class, postage prepaid, or sent via overnight courier (and will be deemed to be given when so delivered or mailed), in the case of Professional, to the address set forth in the Professional Application, and in the case of SunHealth, to the attention of Hearvest General Counsel, 99 Jane Street #11AB, New York, New York 10014 or, in either case at such other address as shall be designated by such party in a written notice given to all other parties in accordance with the terms herein.  In lieu of the foregoing notice requirement, SunHealth may elect to provide notice to Professional hereunder via facsimile or email at the facsimile number or email address set forth in the Professional Application (and such notice will be deemed to be given when so sent).
    7. Exchange of Information.  Professional authorizes SunHealth at any time to order or obtain a consumer or commercial credit report on Professional and personal credit reports on the principals of Professional (owners, partners, members, etc.).  Subsequent reports may be ordered in connection with updating, reviewing, or continuing this Agreement.  SunHealth may exchange information about Professional or any of the other persons herein with other financial institutions and credit and trade associations.
    8. Force Majeure.  Neither party shall be deemed to be in breach of this Agreement if it fails to make any payment or perform any other obligation and such failure is a result of a force majeure event.  As used herein, "force majeure event" shall mean any of the following: acts of God, fire, earthquake, acts or war or terrorism, explosion, accident, nuclear disaster, riot, material changes in applicable laws or regulations, including but not limited to a change in state or federal law, or other event beyond a party's reasonable control, rendering it illegal, impossible or untenable for such party to perform as contemplated in, or to offer the Program on the terms contemplated under, this Agreement.
    9. Professional Marks.  Professional hereby grants SunHealth a nonexclusive license to use its name, trademarks, logos and other marks in connection with the administration and operation of the Program, and in connection with the liquidation of Accounts created pursuant hereto, during and after the term of this Agreement.
    10. Press Release.  Professional agrees not to issue any announcement concerning the Program or Professional's relationship with SunHealth or SunHealth in a press release or other communication to the general public without SunHealth's prior written consent.
    11. Loan Approval. With respect to any loan application mechanism or process employed by SunHealth in connection with the Program, Professional acknowledges that it is a "service provider" for SunHealth for purposes of communicating loan application decisions to Professional's Clients.
    12. Call Monitoring.  With respect to any service or similar calls Professional may make to SunHealth or SunHealth's service center(s), Professional acknowledges that such calls may be monitored or recorded by SunHealth for quality assurance or other compliance purposes.
    13. Entire Agreement.  This Agreement, together with any written instructions provided by SunHealth at any time hereafter (which instructions are made a part of this Agreement for all purposes), is the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior understandings and agreements whether written or oral.  This Agreement supersedes any prior agreement between the parties relating to the subject matter hereof, and will govern all prior transactions, including all transactions previously submitted to SunHealth, regardless of the date of submission.  If any provision of this Agreement is held to be invalid, void or unenforceable, all other provisions shall remain valid and be enforced and construed as if such invalid provision were never a part of this Agreement.
    14. Compliance Obligations.
        1. Access; Cooperation. Professional hereby authorizes SunHealth to audit and monitor its administration and promotion of the Program through anonymous requests to open or use Accounts under the Program and by other means. In addition, Professional will permit (or cause its Third Party Vendors to permit) SunHealth's representatives to visit Professional's offices, and the relevant locations of its Third Party Vendors, during normal business hours with reasonable advance notice and provide access to Professional (and Third Party Vendor) records relating to the Program, to SunHealth or SunHealth's regulators to the extent such access is requested by SunHealth or SunHealth's regulators.  Professional further agrees to cooperate with SunHealth to ensure ongoing security and protection of Client Information and to ensure that the Program complies in all respects with all applicable laws. Professional will, and will cause its Third Party Vendors, and its other vendors, agents and subcontractors to, make changes recommended by SunHealth with regard to data security and compliance with all applicable laws.
        2. Advertising.  Professional will ensure that advertising and other disclosures or processes applicable to the Program created by Professional comply with applicable law.  Professional will (x) as directed by SunHealth, either (A) submit any advertising and disclosures applicable to the Program for prior review by SunHealth, or, (B) follow the most current versions of advertising templates provided to Professional by SunHealth, and, in either case, (y) use such SunHealth-approved advertising, templates, and other disclosures or processes in the manner directed by SunHealth.  If SunHealth informs Professional of any errors or compliance violations in Professional's advertising or disclosures, Professional will correct the error(s)/violation(s) within twenty-four (24) hours.  Professional also acknowledges that it will be liable for any losses incurred by SunHealth as a result of such errors and violations attributable to Professional, including, without limitation, the costs to remedy such errors and/or to respond to regulator and consumer complaints.
        3. Applicable Law.  As used in this Agreement, references to "applicable law" or "law" will be deemed to include and refer to all federal, state and local statutes, codes, ordinances, regulations, laws (including laws relating to unfair, deceptive or abusive acts or practices), published regulatory guidelines and regulatory interpretations, judicial or administrative orders and interpretations, and, in the case of SunHealth, written and oral regulatory guidance (including regulations and regulatory guidance pertaining to SunHealth safety and soundness), orders or directives and examination report comments.