Parties and Definitions
The Company offering Denefits (“Business”) is defined as the person or entity providing services (“Services”). The Customer (“Customer”) is the person receiving Services offered by a Business at a Facility, Office, or Remote Location. Denefits, LLC (“Denefits”) will provide Payment Plan plan options (“Payment Plan”) to help Businesses offer Services to their Customers.
The purpose of this (“Agreement”) is to memorialize the terms under which Denefits will facilitate through the Denefits system, a Payment Plan option for Business’ Services for Customers.
This Agreement and the Payment Plan are NOT assignable by a Business without express written permission from Denefits, except, however, if there is a Change of Control in Business, this Agreement will be assigned to its successor or assignee. If there is a Change of Control of Denefits, this Agreement and the Payment Plan will be assigned to the assignee/purchaser. “Change of Control” means
(a) a sale of all or substantially all of the Denefits’ or Business’s (as the case may be) respective asset interests,
(b) a merger, consolidation or other capital reorganization or business combination transaction of Denefits or Business (as the case may be) with or into another corporation, limited liability company or other entity.
A change in the ownership of stock or other equity interest in Denefits or Business shall not be deemed a Change of Control for purposes of this Agreement.
Denefits Usage Fee
In exchange for the software as a service and facilitation, Denefits will receive 10% for guaranteed payments. This Payment Plan Discount will be deducted from the amount due to Business from Down Payment and from each month’s payment due to Business according to the Specific Payment Plan Terms for Customers.
Specific Financing Terms for Customers
The Payment Plan for each Customer will vary depending on the amount financed determined and with the terms of repayment as specified by the Business. The Business, Denefits, and the Customer must all approve each Customer’s Payment Plan in writing for the payment plan.
Denefits reserves the first payment which is received from a Customer to make sure there is no fraud being utilized in the software. The payment which is reserved will be paid out with the last payment on the contract.
Denefits will deposit the first payment received from a Customer at the end of the contract term. All other payments are made in 2 business days including down payments. If a payout falls on a weekend or holiday, the account will be credited the business day following the normal pay date. Business further agrees to provide updated or replacement account information to Denefits in the event of closure of the account. If a payment fails, a paper Check will be mailed within 10 business days to the Business’s address and a Business Check Processing Fee will be charged as specified in Schedule A. Payments are guaranteed for all first, on-time payments or down payment of 10% or more of financed amount from the Customer is successful.
If a Customer disputes the service or payment, then payments are not guaranteed. You will be charged for the disputed amount + $25 dispute fee. As soon as the dispute is cleared, we will redeposit the amount recovered from the Customer back into your account. If the dispute is lost, the funds will not be returned.
Denefits charges a 10% guarantee fee and a 10% fee for the processing, payment, and risk taken on overdue payments.
Denefits requires the online electronic claim form to be completed for all guaranteed payment processing. This form is located in the Business Portal. Once a claim has been submitted, Denefits will review all documentation for eligibility. If approved, payment will be deposited into the business account on file. An email will be sent to the Business email address on file with the claim results. If the guaranteed payment claim request is declined, an email outlining the reasons for the decline will be sent to the email address on file for the Business.
Claims will be reviewed as soon as possible. Denefits will pay Guaranteed payments once a guaranteed claim has been approved at the end of the following month. Claims will expire 30 days after the payment due date. You will not be able to submit claims 30 days after the payment due date.
Guaranteed Payments are the Principal Amount and minus the Denefits 10% fee and 10% denefits guarantee fee.
Business may request any payment via paper check. A Business Check Processing Fee as specified in Schedule A (mentioned below) will be charged per request.
Billing, Collection and Payment Information
Customer Refund or Cancellation
Customer accounts can only be cancelled by the Business. If Business terminates a Customer account: All previously collected fees will be non-refundable.
If payment is taken by the business, Denefits will deduct the Denefits fees from the Business’s account on file.
If a refund is due to the Customer, the Business will issue this directly to the Customer minus all Denefits fees.
If the contract has been paid off in the Business’ office, Denefits will only close the account once all Denefits fees have been collected. The payoff amount is the recurring amount minus interest multiplied by the remaining number of payments.
Cancellation Policy – Monthly Payment Guarantee
Practice agrees not to sell or assign their Denefits accounts receivables to a third party. This action by the Customer practice will result in Denefits cancelling the monthly payment guarantee and/or cancelling the practice’s account with Denefits.
Guaranteed payments shall terminate, without notice, (i) upon the institution by or against either party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of either party’s debts, (ii) upon either party making an assignment for the benefit of creditors, or (iii) upon either party’s dissolution or ceasing to do business.
If a bankruptcy claim is received by the Business for their Customer, they must notify Denefits Legal Department immediately with a copy of the bankruptcy documentation. The notice and documentation must be mailed to:
Denefits, LLC Attn: Legal Department 16500 Bake Pkwy, Irvine, CA 92618 legal@Denefits.com
A phone call or email will not satisfy this requirement.
In the Event of a Death
After a Denefits Customer has died, Denefits may collect the remaining balance of the finance contract from his/her estate. Denefits will never collect more than either the value of the Denefits Customer estate subject to probate or the amount owed to Denefits.
When a Denefits Customer passes, the person handling the estate must give written notice of the death, within 90 days of the date of death, to Denefits. The notice and copy of the death certificate must be mailed to:
Denefits, LLC Attn: Legal Department 16500 Bake Pkwy, Irvine, CA 92618 legal@Denefits.com
A phone call or email will not satisfy this requirement.
Guaranteed payments shall terminate, without notice,
(i) payment of remaining balance has been collected by Denefits from the deceased parties probate/estate,
(ii) once payment has been received, payment will be submitted to the Business minus all Denefits outstanding fees, or
(iii) if a deceased Customer owns nothing when they pass, nothing will be owed to the Business.
Customer Account Ownership
Denefits agrees not to sell Customer debt associated with the Business. Customer debt will be controlled solely by Denefits, unless Business requests a Customer account cancellation and/or a Customer account balance change in this Agreement.
Business or Denefits may terminate this Agreement by providing 60 days’ written notice to the other party. In the event that Denefits terminates this Agreement, Denefits will not charge Business any fees to resolve Customer accounts. After either party provides notice of termination, Denefits reserves the right to reject any future Customers. However, Business may request Denefits to terminate Payment Plan relating to Services at one or more Facilities and retain it for other Facilities. In such event, this Agreement shall be applicable to the Facilities that retain the Payment Plan. Similarly, if Denefits terminates its Payment Plan to one or more Facilities of the Business, such termination will not affect other Facilities and Payment Plan will continue at such other Facilities.
Notice Under this Agreement
Whenever required to provide notice under this Agreement, the party must provide notice to the other party by both:
1) registered mail or certified mail (return receipt requested) and
Notice to Business will be delivered to the office address and email address provided to Denefits during enrollment or to such other addresses as Business may designate in a notice to Denefits.
Notice to Denefits may be delivered to the following addresses or to such other addresses as Denefits may designate in a notice to Business:
LLC Attn: Legal Department
16500 Bake Pkwy,
Irvine, CA 92618
If Denefits reasonably believes that Business has engaged in fraud in relation to Payment Plan, Denefits may suspend all payments to the Business immediately for a period not to exceed 60 days. If Denefits determines that Business has not engaged in fraud, Denefits will disburse all payments to Business immediately upon making such a determination. If the Business has engaged in fraud, Denefits will take any steps necessary to recover moneys owed to it by the Business, and Business will be responsible for payment for all reasonable attorneys’ fees required to recover moneys owed to Denefits.
Business Responsibility to Verify Customer Data and Identification
Business is solely and exclusively responsible to check for personal identifying information and to ensure Customer’s payment information, voided check, and debit cards all match the identity of the Customer seeking Payment Plan. If Customer information and all payment information do not match, or if Business fails to ask for identification to verify any information required, Denefits will not provide the Payment Plan or guarantee Services to Business, and the recovery for any payment for Services will fall exclusively to the Business. Business’s retention of a photocopy of Customer’s government-issued photo identification card or of a notation of the identification number and expiration date shall serve as proof of Business’s fulfillment of its responsibility to request and verify the Customer’s personal identifying information.
Customer Account Balance Change
Business may ask to reduce the amount owed on any balance once per Customer agreement at no cost. Business may request to increase the balance on Customer accounts at no charge. An additional down payment from Customer may be required to approve a balance increase request. Denefits may reject approval of any balance increase request at its reasonable discretion.
Delinquent Customer Accounts Post Termination
Denefits will continue to collect on Customer accounts that have been sent to collections for past due balances or missed payments at its discretion. Denefits will not return or release billing on any Customer account that is not current on payments due to Denefits.
Indemnification by Business
Business agrees, at its expense, to indemnify and hold harmless Denefits and its shareholders, directors, officers, partners, affiliates, employees, agents, and contractors from any and all losses, liabilities, or damages resulting from any and all claims, causes of action, suits, proceedings, or demands made by Customer against Denefits to the extent arising from or related to negligent acts or willful misconduct of Business.
Indemnification by Denefits
Denefits agrees to indemnify, defend and hold harmless Business and its shareholders, directors, officers, partners, affiliates, employees, agents, and contractors from and against claims, demands, actions, suits, damages, losses, liabilities, fines, penalties, costs and expenses, including but not limited to reasonable attorneys’ fees, arising out of or resulting from (a) the negligence or misconduct of Denefits (including, without limitation, fraud or unlawful activity) in connection with the performance of its obligations hereunder or under any other agreement with Business, and/or (b) Denefits’s breach of its obligations, covenants, representations and warranties hereunder or under any agreement with Business or a Customer.
Choice of Law – Jurisdiction
This Agreement and any matters hereunder shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law rules. Business hereto hereby consent to the exclusive jurisdiction and venue of the courts of the state of California with respect to the resolution of any suit, action or proceeding hereunder.
If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
All claims and disputes arising under this Agreement that cannot be resolved by the parties must first be submitted to a mediator in an attempt to resolve the dispute outside of litigation. Any such mediation shall begin within fifteen days from the request for mediation by either party. The mediation must be completed within ten days thereafter. The parties will split the cost of mediation. If the parties do not submit to this mediation in good faith, as determined by the mediator, the parties may not proceed with any other remedies under this Agreement.
Should mediation prove unsuccessful, next, any claims and disputes arising under this Agreement are to be settled by binding arbitration in the state of California. The arbitration shall be conducted on a confidential basis in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of such arbitration shall be in writing and shall provide an explanation for all conclusions of law and fact. An award of arbitration may be confirmed in a court of competent jurisdiction.
If a suit, action, arbitration or other proceeding of any nature whatsoever is instituted in connection with any controversy arising out of this Agreement or to interpret or enforce any rights under this Agreement, the prevailing party may recover reasonable costs and attorney’s fees incurred in such proceeding.
The failure to exercise or enforce or delay in exercising or enforcing any right or remedy provided by this Agreement or by law shall not constitute a waiver of the right or remedy or a waiver of other rights or remedies and the single or partial exercise or enforcement of any right or remedy provided by this Agreement or by law shall not preclude or restrict the further exercise or enforcement of any such right or remedy.
The Business agrees not to in any way slander or injure the business reputation or goodwill of Denefits through any contact with customers, vendors, suppliers, employees or agents of Denefits, or in any other way. Denefits, in turn, agrees not to slander or injure the business reputation or goodwill of any Business through contact with customers, vendors, suppliers, employees or agents of the Business, or in any other way.
- Business Check Processing Fee: USD $10.00
- Customer Enrollment Fee: USD $30.00
- Guaranteed Payments Fee for Business: Free
- $25 Late fee to the Customer
- $10 Change of Due Date Fee to the Customer
- $25 Dispute Fee