This SERVICES AGREEMENT (the “Agreement”) is made and entered into as of this [2023]:

BY and BETWEEN

Liquid Care, LLC, d/b/a LiquidCare, a Florida corporation (“LC”), having its principal office at
5645 Coral Ridge Drive, Suite 458, Coral Springs, Florida 33076,

AND

“PROVIDER”.

LC and Provider are referred to in this Agreement as the “Parties.” The effective date of this Agreement is the date of acceptance by LC.

RECITAL

NOW, THEREFORE, in consideration of the mutual obligations, promises and undertakings of the Parties contained in this Agreement, the Parties agree as follows:

1. DEFINITIONS
   1. “Agreement”means this Provider Agreement and any supplementary documents indicated herein, as amended from time to time.
   2. “Agent”is any employee or third party person including but not limited to a front desk receptionist, a nurse, or an office administrator or someone playing a like role for Provider.
   3. “HIPAA” means The Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (HIPAA) and The Federal False Claims Act (31 USC 3729-33
   4. “Service Proceeds” means any funds remitted to Provider by LC as a result of an approved loan for healthcare services.
2. PROVIDER REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
   1. Provider shall comply with all applicable laws including, but not limited to, HIPAA.
   2. Provider’s Agreements and Covenants.
      1. Provider shall cease its use of Services immediately upon receipt of actual or constructive notice from LC of a Provider’s termination or revocation of authorization of Provider to do so.
      2. Provider shall be solely responsible for conforming its policies and procedures to all applicable federal, state and local laws and regulations.
      3. Provider is responsible for all fraud committed by Provider and/or its Agent(s) whether or not such fraud is committed by Provider acting alone or if fraud is committed by Provider acting in collusion with its Agents or consumers.
   3. Representations and Warranties of Provider. Provider represents and warrants to LC at the time of execution and during the term of this Agreement that:
      1. Provider has the power to execute, deliver and perform this Agreement, and this Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Provider is subject.  This Agreement is the legal, valid and binding obligation of Provider enforceable against Provider in accordance with its terms.
      2. Provider has all licenses, permits and approvals, if any, required to conduct its business from all appropriate government and/or other agencies having jurisdiction over the services provided by Provider and is qualified to do business in every jurisdiction where it is required to do so. It is Provider’s sole responsibility to comply with all applicable federal, state and local laws and regulations in connection with the lawful operation of its business.
      3. Provider will comply with this Agreement and LC’s procedures for Services and shall not be subject to any defense, dispute, offset or counterclaim which may be raised, or other relevant state or federal statutes or regulations.
   4. Provider is not (i) a Sanctioned Person, (ii) located in or operating under a license issued by a jurisdiction whose government has been identified by the U.S. Department of State as a sponsor of international terrorism under 22 U.S.C. 2371 or 50 U.S.C. App. 2405(j), (iii) located in or operating under a license issued by a jurisdiction that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the U.S. is a member, or (iv) located in or operating under a license issued by a jurisdiction that has been designated by the U.S. Secretary of Treasury pursuant to 31 U.S.C. 5318A as warranting special measures due to money laundering concerns.
   5. Provider acknowledges by signing below that it understands the following:
      1. LC does not make loans.
      2. Approved patient loans shall be funded to LC’s escrow account for funding by LC to Provider’s designated operating account.  Loans shall NOT be funded directly to the subject patient . LC responsibility is solely limited to  promptly transmitting loan proceeds received by LC to Provider.
      3. Actual funds are provided to LC on behalf of patients by another entity which may affect availability of funds.
      4. LC agrees to exert its best efforts to assist Provider’s patients in securing a healthcare payments loan(s) but Provider understands and agrees that this Agreement is not a guarantee and the proposed patient financing may not be successfully completed.  If acceptable financing cannot be obtained, LC’s obligation shall be limited to advising the patient and Provider that LC is unable to procure the proposed financing.
   6. Provider will immediately notify LC of any material changes to any information provided herein including but not limited to a change in Provider’s legal entity, location, business type, or the types of goods and services offered by Provider.
   7. Electronic Notices and Disclosures.  Provider consents to receiving electronically rather than in paper form all written notices, disclosures and other documents (“Documents”) which are to be provided by LC to Provider under this Agreement.
   8. Return of Unapplied Loan Proceeds.  Provider agrees that, if at any time all or any part of any health payment loan extended to a patient is not applied by the Provider to the patient’s account, either due to delay or failure to provide the goods or healthcare services, or any patient/Provider dispute, that Provider shall, upon LC’s written request, promptly return the unapplied loan amount to LC.  On receipt of the unapplied loan amount, LC shall take all steps necessary to have the unapplied loan amount immediately credited back to the patient’s loan account.
   9. Clawback Rights – Patient’s Right to Refund.  The parties acknowledge and agree that patient satisfaction with healthcare services paid for with Service proceeds and furnished by Provider is paramount.  Accordingly, Service proceeds deposited into Provider’s designated operating account under the terms and conditions of this Agreement (“Proceeds”) shall be subject to LC’s “Clawback Rights” as follows: during the loan repayment period for each individual patient loan (the “Patient Loan Term”), for Proceeds deposited into Provider’s designated operating account (each a “Patient Loan”), Provider acknowledges and agrees that LC shall have the absolute and uncontested right to clawback all, or any portion, of such Patient Loan from Provider and refund the subject Patient in the event LC receives written notice from such patient of a “Patient Complaint.”  The term “Patient Complaint” means any expression of dissatisfaction of the care and treatment provided by the Provider, from a patient or the patient’s representative.  LC’s Clawback Rights for each Patient Loan shall be wholly within LP’s sole and absolute discretion and shall terminate on the earlier of: (i) the Patient’s repayment in full of the subject Patient Loan; or (ii) expiration of the subject Patient Loan Term.  
   10. Lender Fees – Provider hereby acknowledges and agrees that by using the Services, Provider agrees to be responsible for any fees that may be charged by Provider’s receiving financial institution, including wire transfer fees. This means that if Provider’s bank or financial institution charges Provider any fees for receiving the payment(s) under this Agreement, Provider will be responsible for paying those fees. LC wants to make sure that Provider is aware of this before using our Services so Provider can plan accordingly.
3. LC REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
   1. Representations and Warranties of LC.  LC represents and warrants to Provider at the time of execution and during the term of this Agreement that:
      1. LC has the power to execute, deliver and perform this Agreement, and this Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which LC is subject.  This Agreement is the legal, valid and binding obligation of LC enforceable against LC in accordance with its terms.
      2. LC has all licenses, permits and approvals, if any, required to conduct its business from all appropriate government and/or other agencies having jurisdiction over the services provided by LC and is qualified to do business in every jurisdiction where it is required to do so. It is LC’s sole responsibility to comply with all applicable federal, state and local laws and regulations in connection with the lawful operation of their business.
      3. LC’s procedures for providing Services will comply with all applicable state, federal and network rules, statutes and regulations.
   2. LC Agreements and Covenants.
      1. LC shall be solely responsible for creating policies and procedures to comply with all applicable federal, state and local laws and regulations.
      2. LC shall be solely responsible for ensuring the accurate use of all data, including patient credit data that is provided to LC by Provider in connection with the Services.
      3. LC is responsible for all fraud committed by LC and/or its Agent(s) whether or not such fraud is committed by LC acting alone or if fraud is committed by LC acting in collusion with its Agents or consumers.
   3. Disclosure and Storage of Transaction Information.
      1. LC will not disclose Provider or patient personal information, or other loan transaction information to third parties other than for the sole purpose of: (i) assisting Provider and the patient in completing the transaction, (ii) as specifically required by law, or (iii) as otherwise required by the regular operation of its business.
      2. Storage.  LC and/or its Agents will: (1) store all material containing applicable loan information in an area limited to selected personnel, and (2) render all data unreadable prior to discarding or otherwise dispose of such data in accordance with applicable federal law.
4. PRESENTMENT; LOAN APPLICATIONS
   1. Acceptance.  LC shall accept from Provider’s patients all valid loan applications initiated by Provider’s patients. LC may refuse to accept any application if not made in compliance with all terms and conditions of this Agreement.
   2. Submission of Applications.  Provider shall take such steps as Provider deems necessary to ensure Provider’s patients submit patient loan applications to LC using either a web page hosted by LC or through an API supported by LC.
   3. Where Provider does business under more than one trade name, does business under multiple legal entities or uses third parties or other Agents in connection with the Services, Provider is responsible to ensure that their Agents submit loan applications under the proper Provider account with LC.
   4. Loan Limits. LC may impose a floor or a cap on the dollar amount of patient loans that it will process for Provider as LC in its sole discretion deems necessary. This limit may be changed by LC from time to time upon notice to Provider.
5. FINANCIAL CONSIDERATIONS
   1. Provider shall not be billed by LC for any loan application submitted by any of Provider’s patients.  Provider acknowledges that LC shall be compensated for any funded patient loan pursuant to separate agreement between LC and  lender(s).  
6. TERMINATION AND EFFECT OF TERMINATION
   1. Term; Termination.
      1. This Agreement shall become effective upon acceptance by LC (“Effective Date”). The initial term of this Agreement shall be for a period of three (3) years beginning on the Effective Date (“Initial Term”) and will renew for additional successive one (1) year terms (“Renewal Term”) unless terminated as set forth below.
      2. This Agreement may be terminated by either party by providing written notice to the other Party of no less than ninety (90) days. Additionally, this Agreement may be terminated by either Party in the event of a material breach of the terms of this Agreement by the other Party hereto, provided that the non-breaching Party provides the breaching Party with written notice of the alleged breach and the breach remains uncured for a period of 30 days following receipt of such written notice. Each Party’s rights of termination provided throughout this Agreement are cumulative. A specific right of termination enumerated in this Agreement shall not limit any other right of either Party to terminate this Agreement as expressed elsewhere in the Agreement. Notice of termination must be given in writing.
      3. Within LC’s sole and reasonable business discretion, if LC’s sponsor lender(s) withdraws its support for the Provider, or the patient loan program then LC may terminate this Agreement upon 30 days written notice to Provider.  If any case or proceeding is commenced by or against Provider under any federal or state law dealing with insolvency, bankruptcy, receivership or other debt relief, this Agreement shall simultaneously therewith automatically terminate.  Provider agrees to notify LC immediately of any bankruptcy, receivership, insolvency or similar action initiated by or against Provider.
   2. Effect of Termination. All rights and obligations of the Parties existing as of the effective time of termination will survive termination.
7. ACCOUNTS
   1. Modifications to Agreement.  Where required to do so in order to comply with applicable laws and/or changes in payment rules, LC may amend this Agreement at any time by providing Provider with thirty (30) days prior written notice of such amendment. LC may amend this Agreement upon less than thirty (30) days prior notice if LC reasonably determines immediate modification is required by law.  In the event that the Amendment, as a result of changes required by governing laws causes the Services to no longer be financially or operationally viable, as reasonably determined by Provider, then Provider has the right to terminate this agreement upon 30 days written notice. All other Amendments to this agreement submitted by either party will bind each party only if in writing and approved and signed by each party’s authorized officer.
   2. Limitation of Liability.
      1. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES FOR ANY INTERRUPTION OF BUSINESS ACTIVITIES, DELAY IN FUNDING, LOSS OF BUSINESS OR LOSS OF PROFITS, WHETHER OR NOT SUCH LOSS OR DAMAGES WERE FORESEEABLE OR EITHER PARTY WAS ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF WHETHER ANY LIMITED REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
      2. LC SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LC DOES NOT GUARANTEE OT WARRANTY THAT THE SERVICE WILL BE UINTERRUPTED OR ERROR FREE.
      3. LC agrees to exert its best efforts to assist Provider’s patients in securing a healthcare payments loan(s) but Provider understands and agrees that this Agreement is not a guarantee and the proposed patient financing may not be successfully completed.  If acceptable financing cannot be obtained, LC’s obligation shall be limited to advising the patient and Provider that LC is unable to procure the proposed financing.
   3. Costs. Each party will be responsible for their own expenses paid or incurred in the enforcement of this Agreement, including but not limited to attorneys’ and investigators’ fees, or in collection of any amounts due from either party or resulting from any breach by either party of this Agreement.
8. MISCELLANEOUS
   1. Waiver. Failure by either party to enforce one or more of the provisions of this Agreement shall not constitute a waiver of the right to enforce the same or other provision in the future. The waiving party must sign all waivers.
   2. Notices. All notices and other communications required or permitted under this Agreement shall be deemed delivered when mailed via e-mail as provided in Section 2.6, or overnight carrier or certified mail, and when mailed by first class mail, postage prepaid, addressed as follows:
      
      If to LC:
      Liquid Care, LLC
      Attn: Legal Department
      C. Christian Sautter, Esq.
      2850 North Andrews Avenue
      Wilton Manors, Florida 33311
      (954) 568-7000
      csautter@seisau.net
      
   3. Choice of Law: Jurisdiction. This Agreement is governed by Florida law, as applied to agreements made and performed entirely in Florida without reference to conflict of law’s provisions.  All performances due and transactions undertaken pursuant to this Agreement shall be deemed to be due or have occurred in Broward County, Florida, and Provider’s entry into this Agreement shall conclusively be deemed to be a transaction of business in Florida.  Provider agrees that the exclusive venue and place of jurisdiction for any litigation arising from or relating to this Agreement shall be the county and district courts in and for Broward County, Florida, and Provider irrevocably and unconditionally submits to the jurisdiction of such courts with respect to any such litigation.
   4. Arbitration. Provider and LC will settle any dispute or controversy concerning or relating to this Agreement through binding arbitration before a single arbitrator, held Broward County, Florida in accordance with the provisions of the Revised Florida Arbitration Act of 2013 or any successor statute. If either Party does not unconditionally proceed with arbitration in accordance with this Section 8.4 within ten (10) days after the other Party sends a written demand for arbitration, the initiating Party shall be entitled (but not obligated) to initiate litigation concerning the dispute or controversy.
   5. Entire Agreement: Assignability. This Agreement, including the associated Provider Enrollment Form expresses the entire understanding of the parties with respect to its subject matter and except as provided herein, and may be modified only in writing executed by all parties. This Agreement may be assigned by LC with the consent of Provider which shall not be unreasonably withheld, but may not be assigned by Provider, directly or by operation of law, without the prior written consent of LC. If Provider nevertheless assigns this Agreement without such consent, the Agreement will be binding on the assignee. This Agreement shall be binding upon and inure to the benefit of the parties’ respective heirs, personal representatives, successors and assigns.
   6. General. If any provision of this Agreement is illegal or unenforceable, the invalidity of that provision will not affect any of the remaining provisions and this Agreement will be construed as if the illegal provision was not contained in the Agreement. Each Party is responsible for its employees’ actions while in its employ. The parties do not intend to confer any benefits on any person or entity other than Provider and LC. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same instrument. A facsimile signature will be binding and legal in all respects as if it were an original signature to this Agreement.
   7. Company shall own all right, title and interest in and to any and all Databases compiled by the Company.
      

IN WITNESS WHEREOF, the parties to this Agreement have caused it to be executed by their authorized officers as of the day and year first above written.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.