Declaration of Toby Scammell (Womply CEO) — OTO Analytics v. Benworth (Exhibit 11) (N.D. Cal. No. 3:24-cv-03975)

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U.S. District Court for the District of Puerto Rico · No. 3:23-cv-01034-GMM · Doc. 52-12 · 2023-04-27 · Docket on CourtListener

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EXHIBIT 11 
 
 
 
Case 3:23-cv-01034-GMM   Document 52-12   Filed 04/27/23   Page 1 of 10

 
DECLARATION OF TOBY SCAMMELL 
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WILLKIE FARR & GALLAGHER LLP  
ALEXANDER L. CHENEY - #302157 
acheney@willkie.com 
One Front Street, 34th Floor 
San Francisco, CA  94111-1809  
Telephone: 
(415) 858-7400 
Facsimile: 
(415) 858-7599 
 
MARK T. STANCIL (OSAAC) 
mstancil@willkie.com 
JOSHUA S. LEVY (OSAAC) 
jlevy@willkie.com 
1875 K Street, N.W.  
Washington, DC 20006-1238 
Telephone:  
(202) 303-1000 
Facsimile: 
(202) 303-2000 
 
Attorneys for  
OTO ANALYTICS, INC. d/b/a WOMPLY 
 
 
JAMS Arbitration 
 
 
 
OTO ANALYTICS, INC. d/b/a WOMPLY, 
 
Claimant and Counter-
Respondent, 
 
v. 
 
BENWORTH CAPITAL PARTNERS, LLC 
 
Respondent and Counter-
Claimant. 
 Ref. No. 1210038203 
 
DECLARATION OF TOBY SCAMMELL 
 
 
 
 
 
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DECLARATION OF TOBY SCAMMELL 
I, Toby Scammell, declare as follows: 
1. I am the Chief Executive Officer and founder of Oto Analytics, Inc. d/b/a Womply 
 I provide this declaration to provide information and background about Womply 
 
.  This declaration 
is based upon my personal knowledge, and I would be competent to testify to the following facts 
if called upon to do so. 
 
1. 
I founded Womply in 2011 to help small businesses that are underserved by 
technology.  
degree in international relations with an emphasis in global business.  I have over 15 years of 
experience working in business, startups, and management consulting.
2. Womply began as a commerce platform for small businesses.  It provided marketing 
and financial tools to facilitate reputation management, email marketing, business intelligence, and 
customer relationship management to more than 500,000 small businesses and their customers.  
Womply has over ten years of investment in small business data technology, including identifying 
and onboarding small businesses efficiently, and leveraging unique data to market to small 
businesses. 
3. In March 2020, in response to the COVID-19 pandemic, Congress enacted the Paycheck 
-
guaranteed loans from private lenders to cover expenses such as payroll, rent, and utilities.  These 
loans were forgivable if certain conditions were met.  The United States Small Business 
PPP loan, and guaranteed PPP loans. 
4. In April 2020, Womply launched a website that helped small businesses understand the 
PPP program.  This site allowed borrowers to enter their business details and then matched them 
with one or more lenders that could accept their PPP loan application for free. Womply received 
referral fees from lenders for these referrals.  Unfortunately, many of the small businesses that 
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Womply referred were not able to get loans because lenders lacked the technology tools necessary 
to accept, process, manage, and fund loans at large scale.  
5. 
ce was not unique and, despite the incentives provided to lenders by 
the PPP, many small businesses were unable to obtain PPP loans.  Larger lenders that participated 
in the PPP focused their lending on larger loans in order to maximize their fees, which were based 
on the size of the loan, and on loans to existing customers.1  Many smaller lenders that participated 
in or sought to participate in the PPP did not have sufficient experience, personnel, or technological 
capabilities needed to process, manage, and track a large volume of modestly sized loans for small 
businesses. 
6. 
for approximately $15 million in stock, and obtained its technology platform and personnel who 
had expertise in loan file management, small business data analysis, and fraud detection.  
7. In December 2020, Congress passed legislation that included a new round of PPP 
funding.  In order to encourage lenders to serve the smallest businesses that had had difficulty 
getting PPP loans, this legislation increased the fees lenders would receive on small loans, i.e., 
loans of $50,000 or less.  Nevertheless, small businesses still struggled to obtain PPP loans, 
because increasing fees for lenders did not address the logistical difficulties of providing a large 
volume of loans. 
8. In January 2021, Womply relaunched its website through which potential borrowers 
seeking PPP loans could enter their own information and find a matching lender that was willing 
to accept their PPP loan application for free. Womply routed the applicants to the lenders based 
clear to borrowers that Womply was not a lender and was not itself providing PPP loans.2   
9. After Womply directed a small business to a PPP lender partner, that lender was 
responsible for collecting additional information and supporting documentation from the 
 
1 See 
-07 (Jan. 14, 2021), available at https://www.sba.gov/sites/ 
default/files/2021-01/SBA%20OIG%20Report-21-07.pdf. 
2 https://womply.com/ppp (last accessed Nov. 17, 2022). 
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KYC
-fraud checks the lender chose 
to perform, verifying applicant information, deciding whether to fund the loan, having a PPP loan 
application and promissory note completed and executed, organizing and maintaining the loan file, 
and processing, managing, and tracking the Womply-referred PPP loan and all other PPP loans the 
lender funded. 
10. 
Non-Fast Lane
partners agreed to pay Womply referral fees pursuant to negotiated agreements.  Womply did not 
provide these lender partners with technology services in connection with these referrals.  Womply 
did not charge prospective applicants or borrowers any fees.  Benworth did not participate in Non-
Fast Lane. 
11. 
In January and February 2021, Womply sought to partner with larger financial 
companies to help the smallest businesses get PPP loans, including Intuit, Capital One, PayPal, 
American Express, Square, and H&R Block.  These companies refused to do so.  As a result, 
Womply decided to develop its own technology platform and raised tens of millions of dollars in 
emergency financing to support PPP operations. 
12. 
Womply leveraged its existing commerce platform and small business expertise, 
plus the technology and team acquired through FundRocket, to develop a technology platform that 
would substantially reduce these structural barriers that prevented small businesses from obtaining 
PPP loans. Those efforts required Womply to invest substantial amounts of time and money 
without any guarantee that the initiative would be commercially successful. 
 
13. 
Before February 2021, applicants for PPP loans entered basic information on 
Womply provided this information to lenders and platforms 
using a lender-provided referral link. 
14. 
that allowed small businesses to submit more extensive information and supporting documentation 
through a borrower-facing website to apply for a PPP loan for free and allowed lenders to 
efficiently process, manage, and track their PPP loans, particularly the smaller PPP loans to the 
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Technology Platform
Fast Lane
 
15. 
website Womply developed to provide limited referral services in the first round of PPP in 2020.  
The Technology Platform had three main components:  (i) a user-friendly, borrower-facing website 
through which small businesses could submit information and documentation to apply for a PPP 
loan for free; (ii) 
a 
type of software code that allows data to be transferred
which evolved over time and ultimately 
included services from more than ten third-party technology service providers; and (iii) a lender-
facing portal through which lenders could manage the entire PPP loan process.  
16. 
First, the borrower-facing website allowed a prospective applicant to enter the 
information necessary to populate the SBA-required application form for a PPP loan and provide 
the documentation or information lenders used to evaluate each application.  Applicants continued 
to have access to the Fast Lane borrower-facing website after submitting their documentation and 
information, which allowed the applicants to, among other things, monitor the status of their 
applications and securely provide additional information to lenders.  Womply did not charge 
prospective applicants or borrowers any fees. 
17. 
Womply also provided customer service to applicants seeking assistance in 
connection with the Fast Lane borrower-facing website.  For example, Womply provided FAQs; 
multiple language translations of the PPP rules; multilingual support; and additional support and 
information services via live chat, email, LinkedIn, Twitter, Facebook, and Instagram. 
18. 
Second, the technology services integrated into the Technology Platform 
performed various services for lenders regarding the information provided by applicants.  Womply 
supported these tools through its own personnel and technology.  For example, the Technology 
Platform: 
a. 
checked the validity of an applicant-provided email address using the third-
party application Kickbox; 
b. 
telephone number using third-party applications SendGrid and Twilio; 
c. 
performed biometric selfie scans using third-party application Persona to 
confirm that the applicant submitted a selfie of an actual human; 
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d. 
checked applicant information against various databases to confirm identity 
using Persona;
e. 
checked applicant information against various databases to identify 
potential red flags
such as individuals subject to OFAC sanctions and 
politically exposed persons
using Persona; 
f.
verified government identification provided by applicants using Persona; 
g. 
extracted bank account information and transaction history using third-party 
application Plaid;
h. 
performed knowledge-based authentication using third-party application 
DocuSign; 
i. 
classified tax documents provided by applicants using third-party 
application Mindee; 
j. 
extracted information from tax documents provided by applicants using 
third-party application Ocrolus; and 
k. 
scanned bank and tax documents provided by applicants to identify 
potential fraud using third-party applications Ocrolus and Inscribe.3 
19. 
After performing these various technology services, Womply routed loan 
applicants to a PPP lender based on a variety of factors.   
20. 
Third, the Technology Platform also included a new lender-facing portal, which 
Womply developed in conjunction with 3E Software, Inc. d/b/a Teslar Software and other third 
parties.  The lender-
Teslar Portal
-based portal that allowed 
lenders to efficiently manage nearly the entire process of processing, reviewing, and managing 
PPP loans referred to the lender.  Through the Teslar Portal, PPP lenders could, among other 
things: 
a. 
review applicant information and documentation so that the lender could 
determine whether an applicant qualified for a PPP loan and the amount of 
the loan; 
b. 
review KYC detail reports, proof-of-in-business reports, tax document 
reports, and funding instructions; 
 
3 Womply added technology services at different points in time and each technology service did 
not necessarily apply to all applications at any given time. 
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c. 
approve PPP loans the lender wanted to fund, or reject PPP loans for 
missing information or other reasons;
d. 
generate, populate, and transmit promissory notes; 
e. 
submit applicant information to the SBA for approval of a loan; 
f.
monitor the status of loan applications under review by SBA;
g. 
send adverse action notices for declined loans; 
h. 
resubmit loans with corrected information if needed; and 
i.
initiate payment of loan proceeds.
21. 
Womply also provided additional lender and customer support services.  For 
example, Womply provided lenders with status updates through email and Slack communication 
channels that allowed lenders to understand the status of every loan that they were processing.  
22. 
Womply did not provide underwriting services, submit loan applications to the 
SBA, or otherwise communicate with the SBA on behalf of a lender or borrower.  Womply was 
not responsible for determining whether applicants qualified for PPP loans or whether the 
responsibility for ensuring that applicants qualified for PPP loans, underwriting PPP loans, 
submitting them to the SBA for approval, communicating with the SBA, and funding the loans. 
23. 
Seven lenders and their partners, including Benworth Capital Partners LLC 
,
technology services from Womply.  In 2021, Womply referred more than 2.8 million applicant 
submissions to lenders, leading to approximately 1.3 million funded PPP loan draws with a total 
principal amount of more than $18.6 billion.  
 
24. 
On February 25, 2021, Benworth and Womply entered into an Agent Agreement 
February Agreement
 
25. 
On April 14, 2021, Benworth and Womply entered into the Amended and Restated 
Referral Agreement
Order Form
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Agreements superseded the February Agreement.  (Referral Agreement at 1; id. § 16; Order Form 
at 1.) 
26. 
Under the Referral Agreement, Benworth agreed to receive PPP loan application 
referrals from Womply through the Technology Platform
 
(Referral Agreement §§ 1.1, 2.2.) 
27. 
Benworth 
underwriting, and funding of loans . . . funded and created under the U.S. Small Business 
process, close, service, liquidate, and litigate commercial loans
responsibility for all loan decisions, including approvals, underwriting, closings, disbursements, 
due diligence, and loan servicing actions . . . 
eement at 1; id. § 8.) 
28. 
receive additional technology services from Womply, 
and 
-party service providers 
(including, without limitation, Plaid, Docusign, LexisNexis, Teslar, Inscribe, Ocrolus, AWS 
Mechanical Turk, Mindee, Persona, Twilio, Sendgrid, etc.).
id. § 1.2.)  In 
 calculated as a percentage of the Lender Processing Fees that Benworth 
received from the SBA for providing PPP loans.  (Id. at 1; id. § 2.)  
29. 
the Agreements 
state in all capital letters that: 
 
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WOMPLY 
MAKES 
NO 
REPRESENTATIONS 
OR 
WARRANTIES ABOUT, AND HEREBY DISCLAIMS ALL 
RESPONSIBILITY FOR, THE ACCURACY, LAWFULNESS, 
OR 
COMPLETENESS 
OF 
ANY 
INFORMATION  
ACCOMPANYING A REFERRAL (I.E., OUTPUT MADE 
AVAILABLE VIA THE SERVICES).  FOR THE AVOIDANCE 
OF DOUBT, WOMPLY DOES NOT ENDORSE ANY 
REFERRAL. 
 
[BENWORTH 
FL] 
ASSUMES 
SOLE 
RESPONSIBILITY REGARDING WHETHER OR NOT ANY 
REFERRAL SHOULD BE SENT TO THE SBA FOR REVIEW. 
(Referral Agreement § 1.2; Order Form § 1.1.) 
30. 
The Agreements also 
  (Referral Agreement § 1.3; Order Form § 1.3.) 
31. 
305,790 Womply-referred PPP loans with a principal amount of more than $4 billion. 
 
I declare under penalty of perjury under the laws of the State of California that the 
foregoing is true and correct. 
Executed on November 30, 2022, at Reno, Nevada. 
 
 
 
 
 
 
 
 
Toby Scammell 
 
Case 3:23-cv-01034-GMM   Document 52-12   Filed 04/27/23   Page 10 of 10

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