Legal

By accessing and using Payra, you confirm that you are in agreement with and bound by the terms and conditions outlined in our Terms of Use. These terms apply to the entire platform, including our dashboard, payment tools, client portals, and any communication from Payra.

Under no circumstances shall Payra, its team, or partners be liable for any direct, indirect, incidental, or consequential damages—such as loss of revenue, delayed collections, or data issues—that result from use or inability to use the platform. This applies even if Payra has been informed of the possibility of such damages.

If your use of Payra results in the need for ACH processing, data correction, reconciliation, or servicing of your ERP/accounting software, you assume responsibility for any resulting costs. Payra reserves the right to update our terms, pricing, or service policies at any time..

PAYRA TERMS OF SERVICE 

Summit Pay, Inc. DBA Payra 

Last Updated: October 1, 2025 

PLEASE READ THESE TERMS OF SERVICE (“TERMS” OR “AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY SUMMIT PAY, INC. DBA PAYRA (“PAYRA,” “PROVIDER,” “WE,” “US,” OR “OUR”). BY ACCESSING OR USING OUR SERVICES, YOU (“CUSTOMER,” “MERCHANT,” “YOU,” OR “YOUR”) AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

These Terms constitute a legally binding agreement between you and Summit Pay, Inc., a Delaware corporation doing business as Payra, with its principal place of business at 1615 Adams Street, Suite 200, Nashville, TN 37206.

By accessing and using Payra, you confirm that you are in agreement with and bound by the terms and conditions outlined herein. These terms apply to the entire platform, including our dashboard, payment tools, client portals, and any communication from Payra.

1. DEFINITIONS

1.1 “Authorized Users” means your employees, contractors, and agents who are authorized by you to access and use the Services under the rights granted to you pursuant to this Agreement.

1.2 “Customer Data” means all data, information, content, and materials that you or your Authorized Users submit, upload, or transmit to or through the Services, including but not limited to financial data, transaction records, customer information, vendor information, invoice data, payment instructions, and any data imported from third-party systems.

1.3 “Documentation” means our standard user guides, online help files, API documentation, knowledge base articles, and technical documentation relating to the Services, as updated from time to time and made available at docs.payra.com or within the Services.

1.4 “Effective Date” means the date on which you first accept these Terms, whether by clicking “I Accept,” creating an account, executing an Order Form or Pricing Agreement, or by accessing or using the Services.

1.5 “Fees” means all fees payable by you for the Services as set forth in your Order Form, Pricing Agreement, pricing page, or as otherwise communicated to you through the Services.

1.6 “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals, and extensions, under the laws of any state, country, territory, or other jurisdiction.

1.7 “Order Form” or “Pricing Agreement” means an ordering document, statement of work, pricing form, online order, or subscription selection specifying the Services and Fees to be provided hereunder, whether executed by the parties, submitted through our online ordering process, or selected through the Services. By executing a Pricing Agreement, Customer acknowledges and agrees to be bound by these Terms of Service in their entirety.

1.8 “Services” means Payra’s proprietary software-as-a-service platform, including all features, functions, tools, APIs, integrations, and capabilities made available by Payra to you pursuant to this Agreement, including but not limited to accounts receivable automation, accounts payable automation, ACH payment processing and electronic funds transfer processing, vendor management, invoice processing, client portal functionality, and related financial management services.

1.9 “Subscription Term” means the initial term and any renewal terms during which you have the right to access and use the Services, as further described in Section 6.

1.10 “Third-Party Services” means any third-party products, services, platforms, or applications that integrate with or are accessed through the Services, including but not limited to ERP systems, accounting software, banking platforms, and payment networks.

1.11 “ACH Network” means the Automated Clearing House funds transfer system governed by the Nacha Operating Rules.

1.12 “Nacha” means the National Automated Clearing House Association, the organization that governs the ACH Network and publishes the Nacha Operating Rules and Guidelines.

1.13 “Nacha Operating Rules” or “Nacha Rules” means the rules, guidelines, and operating procedures published by Nacha governing the use of the ACH Network, as amended from time to time.

1.14 “Bank” means the financial institution(s) through which ACH entries originated via the Services are cleared and settled.

1.15 “Receiver” means a person or entity whose account is credited or debited as the result of an ACH entry originated through the Services, including your customers who make payments via ACH through the Payra client portal or other payment channels.

1.16 “ACH Entry” means any ACH credit or debit entry originated through the Services, including but not limited to entries originated under the PPD, CCD, WEB, TEL, or other Standard Entry Class (SEC) Codes as defined by the Nacha Operating Rules.

1.17 “ACH Authorization” means any authorization obtained from a Receiver permitting the origination of an ACH debit or credit entry to the Receiver’s account, in compliance with the Nacha Operating Rules.

1.18 “Pricing Agreement” means the separate pricing form or schedule executed by Customer and Payra that sets forth the specific Fees, rates, and charges applicable to Customer’s use of the Services. By executing a Pricing Agreement, Customer agrees to be bound by these Terms of Service.

2. SERVICES AND ACCESS

2.1 Grant of Access. Subject to your compliance with these Terms and payment of all applicable Fees, we hereby grant you a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for your internal business purposes in accordance with this Agreement and the Documentation. This right is limited to you and your Authorized Users and does not include the right to grant access to any third party.

2.2 Authorized Users. You may permit Authorized Users to access and use the Services, provided that: (a) You ensure each Authorized User complies with all applicable terms of this Agreement; (b) You are responsible for all acts and omissions of your Authorized Users, including any breach of this Agreement; (c) You maintain accurate records of all Authorized Users and promptly remove access for any individual who is no longer authorized; (d) Each Authorized User maintains the confidentiality of their login credentials and does not share access with any other person; and (e) You promptly notify us of any unauthorized use of any Authorized User’s account or any other breach of security.

2.3 Service Availability. We shall use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week. You acknowledge that the Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and that we are not responsible for any delays, delivery failures, or other damages resulting from such problems.

2.4 Updates and Modifications. We may, in our sole discretion, modify, update, enhance, or discontinue any aspect of the Services from time to time. We will use reasonable efforts to provide you with notice of any material changes that may adversely affect your use of the Services. Your continued use of the Services following any modification constitutes your acceptance of such modification.

2.5 Beta Features. From time to time, we may make available certain features, functionality, or services that are identified as beta, preview, early access, or similar designations (“Beta Features”). Beta Features are provided “as is” without warranty of any kind, and we may discontinue Beta Features at any time without notice or liability.

2.6 Support Services. We will provide reasonable technical support for the Services during normal business hours (Monday through Friday, 9:00 AM to 6:00 PM Central Time, excluding federal holidays) via email at support@payra.com. Enhanced support options may be available for an additional fee as specified in your Order Form or Pricing Agreement.

3. CUSTOMER OBLIGATIONS

3.1 Account Registration and Boarding. To access the Services, you must complete the Payra boarding process by providing accurate, current, and complete information as required. You agree to maintain and promptly update your account information to keep it accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.2 Account Security. You shall: (a) Maintain the confidentiality of all login credentials, passwords, API keys, and other authentication mechanisms; (b) Implement reasonable security measures to prevent unauthorized access to your account and the Services; (c) Use multi-factor authentication where available and recommended; (d) Promptly notify us of any suspected unauthorized access, use, or security breach; (e) Ensure all Authorized Users comply with our acceptable use policies and security requirements; and (f) Not share login credentials among multiple individuals or allow any unauthorized person to access the Services using your credentials.

3.3 Compliance with Laws. You shall comply with all applicable federal, state, local, and international laws, regulations, and ordinances in connection with your use of the Services, including without limitation: (a) All applicable data protection and privacy laws; (b) All applicable financial services regulations; (c) Anti-money laundering (AML) laws and regulations; (d) Know Your Customer (KYC) requirements; (e) The Bank Secrecy Act and its implementing regulations; (f) Economic sanctions laws and regulations administered by the Office of Foreign Assets Control (OFAC); (g) Tax laws and reporting requirements, including IRS Form 1099 requirements; (h) The Nacha Operating Rules and Guidelines, to the extent applicable to your use of ACH payment services through the Services; and (i) Any other laws applicable to your business or industry.

3.4 Customer Data. You represent and warrant that: (a) You have all necessary rights, consents, and permissions to provide Customer Data to us and to grant us the rights described in this Agreement; (b) Customer Data does not violate any applicable law or regulation or infringe any third-party rights; (c) Customer Data is accurate, complete, and current; (d) You have provided all required notices and obtained all required consents from individuals whose personal information is included in Customer Data; and (e) Your provision of Customer Data to us and our use of Customer Data as contemplated by this Agreement does not and will not violate any applicable law, regulation, or agreement with any third party.

3.5 Prohibited Uses. You shall not, and shall not permit any Authorized User or third party to: (a) License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Services or any portion thereof; (b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Services; (c) Modify, translate, adapt, or create derivative works based upon the Services; (d) Use the Services to process transactions for third parties or operate a service bureau, unless expressly authorized in writing by us; (e) Use the Services for any illegal, fraudulent, unauthorized, or harmful purpose; (f) Use the Services to transmit any viruses, malware, or other harmful code; (g) Interfere with or disrupt the integrity, performance, or security of the Services; (h) Use the Services to originate ACH entries that are unauthorized, fraudulent, or in violation of the Nacha Operating Rules; (i) Process transactions for any product, service, or business type that is prohibited under Payra’s underwriting policies or Bank policies; or (j) Encourage or enable any third party to do any of the foregoing.

3.6 Third-Party Services. The Services may integrate with or provide access to Third-Party Services, including ERP systems and accounting platforms. Your use of any Third-Party Services is subject to the terms and conditions and privacy policies of the applicable third-party providers. We do not endorse, control, or assume any responsibility for any Third-Party Services, and your use of Third-Party Services is at your own risk.

4. ACH AND ELECTRONIC PAYMENT SERVICES

This Section 4 governs your use of ACH and electronic payment processing services provided through the Payra platform. To the extent of any conflict between this Section and other provisions of these Terms, this Section shall control with respect to ACH and electronic payment matters.

4.1 Payra’s Role

Payra provides the technology platform through which your ACH payment transactions are initiated, managed, and monitored. You acknowledge and agree that:

(a) Payra is not a bank or depository institution. ACH origination and funds settlement are facilitated through Payra’s banking relationships;

(b) Your ability to process ACH payments through the Services is subject to the continued authorization of Payra and its banking partners;

(c) Your ACH processing privileges may be suspended or terminated at any time by Payra in accordance with Section 6 of these Terms, applicable Bank policies, or the Nacha Operating Rules; and

(d) Payra may be required to provide information about you, your business, and your transaction activity to its banking partners, Nacha, or regulatory authorities as required by law or the Nacha Operating Rules, and you consent to such disclosure.

4.2 Compliance with Nacha Operating Rules

You agree to comply with all applicable provisions of the Nacha Operating Rules and Guidelines, as amended from time to time, in connection with your use of ACH payment services through the Services. You acknowledge that the Nacha Operating Rules impose obligations on all participants in the ACH Network, and you agree to fulfill the obligations applicable to you, including but not limited to:

(a) Ensuring that all ACH entries originated on your behalf through the Services are based on valid authorizations from Receivers and are accurate and properly initiated;

(b) Obtaining and retaining proper ACH Authorization from each Receiver prior to any ACH debit or credit entry being initiated to the Receiver’s account, in the form and manner required by the Nacha Operating Rules for the applicable Standard Entry Class (SEC) Code;

(c) Retaining all ACH Authorizations for a minimum of two (2) years after termination or revocation of the authorization, or such longer period as required by the Nacha Operating Rules or applicable law;

(d) Providing Receivers with the required notices of their right to revoke authorization, including the timeframes and methods for revocation;

(e) Implementing and maintaining risk-based fraud monitoring processes and procedures reasonably intended to identify entries that are suspected of being unauthorized or initiated under false pretenses, as required by the Nacha Operating Rules (including requirements effective March 20, 2026 and June 19, 2026);

(f) Not originating or requesting the origination of any ACH entry that violates the laws of the United States, including sanctions enforced by OFAC;

(g) Not splitting ACH transactions to circumvent processing limits or authorization thresholds;

(h) Acting on all Notifications of Change (NOC) within six (6) banking days of receipt or prior to initiating another entry to the same Receiver, whichever is sooner; and

(i) Complying with all future amendments to the Nacha Operating Rules as they become effective.

4.3 ACH Authorization Requirements

You are solely responsible for obtaining valid authorization from each Receiver before any ACH entry is initiated on your behalf through the Services. Authorization requirements vary by SEC Code and include the following minimum standards:

For consumer debit entries (PPD): You must obtain a written, signed authorization from the Receiver, or an authorization authenticated via a similarly reliable method, that includes the Receiver’s name, the effective date, the amount (or a statement that the amount may vary), the frequency of entries, the Receiver’s account information, and a clear statement of the Receiver’s right to revoke the authorization by notifying you within a time sufficient for you to act on the revocation prior to the next scheduled entry.

For internet-initiated entries (WEB): Authorization must be obtained via a secure internet session, and you must employ commercially reasonable methods of authentication to verify the identity of the Receiver. This includes entries initiated through the Payra client portal or any web-based payment channel.

For telephone-initiated entries (TEL): Authorization may be obtained orally over the telephone, and you must make and retain either a recording of the oral authorization or a written notice confirming the authorization sent to the Receiver.

For corporate entries (CCD): Authorization must be obtained from the Receiver’s authorized representative and may be in writing or established pursuant to the terms of an existing commercial agreement between the parties.

Payra shall not be liable for any unauthorized ACH entry, any entry initiated without proper authorization, or any failure by you to obtain or retain authorization in compliance with the Nacha Operating Rules. You shall provide copies of ACH Authorizations to Payra or the Bank upon request.

4.4 ACH Debit Authorization for Fees and Adjustments

By executing a Pricing Agreement or otherwise enrolling in Payra’s Services, you hereby authorize Payra and its Bank(s) to initiate ACH debit and credit entries to your designated bank account(s) for the collection of: (a) all Fees, charges, and amounts due under these Terms and your Pricing Agreement; (b) returns, reversals, adjustments, and recoupments; (c) amounts owed to Payra for any reason under these Terms; and (d) reserve amounts, if applicable. You agree to maintain sufficient funds in your designated account(s) to cover all such debits. This authorization shall remain in effect until terminated by you upon thirty (30) days’ prior written notice to Payra, provided that termination of this authorization shall not affect any entries initiated prior to such termination or any amounts owed as of the date of termination.

4.5 ACH Returns, Reversals, and Adjustments

You acknowledge and agree that:

(a) ACH entries are subject to return by the Receiving Depository Financial Institution (RDFI) for reasons specified in the Nacha Operating Rules, including but not limited to insufficient funds (R01), account closed (R02), no account/unable to locate (R03), invalid account number (R04), unauthorized debit (R07/R10), customer advises not authorized (R29), and other return reason codes;

(b) You are responsible for all costs, fees, and losses associated with returned ACH entries, including return fees charged by the Bank and/or Payra;

(c) Payra reserves the right to debit your designated account for the full amount of any returned ACH entry, plus applicable fees;

(d) If your ACH return rate exceeds thresholds established by Nacha, the Bank, or Payra, we may suspend or terminate your ability to process ACH entries, impose reserves, or take other remedial action;

(e) You shall promptly act on all Notifications of Change (NOC) received through the ACH Network by updating the relevant Receiver account information within six (6) banking days of receipt, or prior to initiating another entry to the same Receiver, whichever is sooner;

(f) Payra and/or the Bank may initiate reversing entries or reclamation entries as required by the Nacha Operating Rules, applicable law, or instruction from the Bank, and you authorize such reversals; and

(g) You shall not re-initiate a returned ACH entry except in compliance with the Nacha Operating Rules, including proper use of the RETRY PYMT entry description and applicable limits on the number of re-initiated entries.

4.6 ACH Processing and Settlement

ACH entries submitted through the Services are subject to the following terms:

(a) Payra will transmit properly formatted ACH entries to the Bank in accordance with the processing schedules and cutoff times established by Payra and the Bank. Entries submitted after the applicable cutoff time will be processed on the next available banking day;

(b) Settlement of ACH transactions is subject to the settlement schedules of the ACH Network, the Bank, and the RDFI. While Payra endeavors to facilitate prompt settlement, settlement timing is not guaranteed;

(c) You acknowledge that ACH is not a real-time payment system and that entries are processed in batch. Settlement is subject to standard ACH Network timelines and banking day availability;

(d) Payra shall have no liability for any delay in the processing or settlement of ACH entries caused by the ACH Operator, Bank, RDFI, Federal Reserve, or any other entity in the ACH processing chain;

(e) Same Day ACH processing may be available for eligible entries submitted before the applicable cutoff times, subject to additional fees and Nacha Operating Rules governing Same Day ACH; and

(f) You agree that Payra’s obligation with respect to any ACH entry is limited to transmitting the entry to the Bank in accordance with your instructions and these Terms. Payra does not guarantee the acceptance, processing, or settlement of any entry by the Bank, ACH Operator, or RDFI.

4.7 Fraud Monitoring and Risk Management

In accordance with the Nacha Operating Rules (including the fraud monitoring requirements effective in 2026), you agree to:

(a) Establish and implement risk-based processes and procedures reasonably intended to identify entries that are suspected of being fraudulent, unauthorized, or initiated under false pretenses;

(b) Review and update your fraud monitoring processes at least annually to address evolving fraud risks;

(c) Employ commercially reasonable methods to verify the identity and account information of Receivers before initiating ACH entries, including but not limited to bank account verification, identity verification, and out-of-band authentication for changes to payment instructions;

(d) Promptly notify Payra of any suspected fraudulent activity, unauthorized entries, or security incidents related to payment processing;

(e) Cooperate with Payra, the Bank, and Nacha in any investigation of suspected fraudulent activity, unauthorized entries, or violation of the Nacha Operating Rules; and

(f) Comply with all data security requirements under the Nacha Operating Rules, including the requirement to render deposit account information unreadable when stored electronically, where applicable.

4.8 Reserves

Payra and/or the Bank may, in their reasonable discretion, require you to establish and maintain a reserve to secure your obligations under these Terms. Reserve requirements may be imposed or adjusted based on factors including but not limited to: transaction volume, return rates, financial condition, industry risk, processing history, and regulatory requirements. Payra may fund reserves by: (a) withholding a percentage of settlement amounts; (b) debiting your designated bank account via ACH; or (c) requiring a deposit of funds. Reserve funds will be held by Payra or the Bank and will be returned to you, less any amounts applied against your obligations, following termination of services and expiration of the applicable holding period as determined by Payra or the Bank.

4.9 Bank Rights and Regulatory Authority

You acknowledge and agree that: (a) the Bank retains the right to audit, suspend, or terminate ACH processing services at any time in its sole discretion or as required by law, regulation, or the Nacha Operating Rules; (b) Payra may be required to provide information about you and your transaction activity to the Bank, Nacha, or regulatory authorities, and you consent to such disclosure; and (c) in the event of any conflict between these Terms and the requirements of the Bank or the Nacha Operating Rules, the requirements of the Bank and Nacha Operating Rules shall prevail.

4.10 Prohibited Transaction Types

You shall not use the Services to process transactions related to any business type, product, or service that is prohibited under Payra’s underwriting policies, Bank credit policies, or applicable law. Payra reserves the right to update the list of prohibited business types at any time. Processing of prohibited transactions may result in immediate termination of your merchant account, withholding of funds, and/or reporting to industry databases.

5. FEES AND PAYMENT

5.1 Fees. You shall pay all Fees as specified in your Order Form, Pricing Agreement, or as otherwise communicated through the Services. Unless otherwise specified: (a) All Fees are quoted in U.S. dollars; (b) All Fees are exclusive of all applicable taxes; (c) All Fees are non-refundable except as expressly set forth herein; and (d) We reserve the right to modify our pricing at any time, provided that any price increases will not apply to your current Subscription Term unless you agree to such increase or unless such increases are the result of increases imposed by the Bank or Nacha.

5.2 Payment Method and ACH Debit Authorization. You authorize us to automatically charge all Fees to your designated bank account via ACH debit. This authorization includes recurring ACH debits as described in Section 4.4. You agree to: (a) Provide accurate and complete payment information; (b) Maintain a valid payment method on file at all times during the Subscription Term; (c) Promptly update your payment information if it changes; and (d) Maintain sufficient funds in your designated bank account to cover all ACH debits initiated by Payra.

5.3 Billing Cycle. Unless otherwise specified in your Order Form or Pricing Agreement: (a) Subscription fees shall be billed in advance on a monthly or annual basis, as selected by you; (b) Usage-based fees, including but not limited to ACH transaction processing fees, validation fees, and overage charges, shall be billed monthly in arrears; and (c) We will provide you with an invoice or billing statement for each billing cycle, which may be delivered electronically.

5.4 Taxes. You are responsible for all sales, use, value-added, goods and services, withholding, and similar taxes and duties, however designated, that are levied or imposed by reason of the transactions contemplated by this Agreement, excluding only taxes imposed on our net income.

5.5 Failed Payments. If any payment fails or is rejected for any reason, we may: (a) Reattempt to charge your payment method; (b) Suspend your access to the Services and/or payment processing until all outstanding amounts are paid; (c) Charge a returned payment fee of up to $25.00 for each failed payment; and (d) Terminate this Agreement if payment is not received within thirty (30) days of the original due date.

5.6 Disputes. If you believe any Fee is incorrect, you must notify us in writing within thirty (30) days of the invoice date. Failure to notify us within this period constitutes your acceptance of the charges. You agree to pay all undisputed amounts while any disputed amounts are being resolved.

5.7 Pass-Through Costs. You acknowledge that certain fees and costs may be imposed by the Bank, Nacha, or other third parties and passed through to you. Such pass-through costs include, but are not limited to, network fees, ACH return fees, compliance fines, and registration fees. Payra shall not be responsible for increases in pass-through costs.

6. TERM AND TERMINATION

6.1 Term. This Agreement commences on the Effective Date and continues for an initial term of three (3) years (the “Initial Term”). Thereafter, the Agreement shall automatically renew for successive three (3) year renewal periods (each, a “Renewal Term”), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

6.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if: (a) The other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice; or (b) The other party becomes the subject of a bankruptcy or insolvency proceeding that is not dismissed within sixty (60) days.

6.3 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days’ prior written notice; provided that you shall remain liable for all Fees accrued through the effective date of termination.

6.4 Immediate Suspension or Termination. Payra may suspend or terminate your access to the Services and/or ACH processing immediately without prior notice if: (a) We reasonably believe your use of the Services poses a security risk or may result in harm to Payra, the Bank, or any third party; (b) You are in breach of the Nacha Operating Rules or Bank policies; (c) Your account is overdue for payment; (d) Your ACH return rate exceeds acceptable thresholds established by Payra, the Bank, or Nacha; (e) The Bank requires such suspension or termination; (f) We discover or suspect fraudulent activity, transaction laundering, or unauthorized transactions; or (g) Such suspension or termination is required by law or by any governmental authority.

6.5 Effect of Termination. Upon termination or expiration of this Agreement: (a) All rights granted to you shall immediately cease; (b) You shall pay all outstanding Fees and amounts owed, including any pass-through costs assessed after termination; (c) We will, upon your written request made within thirty (30) days of termination, make Customer Data available for export in a standard format for a period of thirty (30) days; (d) After such thirty (30) day period, we may delete all Customer Data; (e) Any ACH entries in process at the time of termination shall be completed and settled in accordance with the Nacha Operating Rules, and you shall remain liable for all returns and adjustments related thereto; and (f) Any reserves held by Payra or the Bank shall be retained for a period determined by Payra or the Bank (not to exceed 270 days following termination) to cover potential returns and other liabilities, after which remaining funds shall be released to you.

6.6 Survival. The following sections shall survive any termination or expiration of this Agreement: Sections 1, 4 (to the extent of any pending transactions, returns, or adjustments), 5 (to the extent of any accrued but unpaid Fees), 6.5, 6.6, 7, 8, 9, 10.3, 11, 12, and 13.

7. CONFIDENTIALITY

7.1 Definition. “Confidential Information” means any non-public information disclosed by one party to the other party, whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

7.2 Obligations. The Receiving Party agrees to: (a) Maintain the confidentiality of the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) Not disclose Confidential Information to any third party except as expressly permitted herein; (c) Use Confidential Information only for purposes of performing its obligations under this Agreement; and (d) Limit access to Confidential Information to those employees, contractors, and agents who have a need to know.

7.3 Exceptions. Confidential Information does not include information that: (a) Is or becomes publicly available through no fault of the Receiving Party; (b) Was rightfully known to the Receiving Party prior to disclosure; (c) Is rightfully obtained from a third party without breach of any confidentiality obligation; or (d) Is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

7.4 Required Disclosure. The Receiving Party may disclose Confidential Information if required by law, regulation, court order, or governmental authority, provided that the Receiving Party gives prompt written notice (to the extent legally permitted) and cooperates with reasonable efforts to seek a protective order. Notwithstanding the foregoing, Payra may disclose Customer’s Confidential Information to its banking partners as reasonably necessary for the provision of the Services.

8. DATA PROTECTION AND SECURITY

8.1 Data Security. We shall implement and maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction, including: (a) Encryption of Customer Data in transit and at rest; (b) Access controls and authentication mechanisms; (c) Regular security assessments and penetration testing; (d) Employee security training; (e) Incident response and disaster recovery procedures; and (f) Rendering of deposit account information unreadable when stored electronically, in compliance with the Nacha Operating Rules.

8.2 Data Processing. We shall process Customer Data only as necessary to provide the Services and in accordance with your reasonable instructions. We shall not sell, rent, lease, or otherwise commercially exploit Customer Data for any purpose other than providing the Services.

8.3 Security Incidents. We shall notify you without undue delay (and in any event within seventy-two (72) hours) upon becoming aware of any security incident that affects Customer Data, including any incident involving unauthorized access to payment data or Receiver account information.

8.4 Data Location. Customer Data shall be stored and processed in the United States unless otherwise agreed in writing.

8.5 Your Responsibilities. You are responsible for: (a) Maintaining appropriate security measures for your own systems and networks; (b) Ensuring that your Authorized Users comply with all applicable security requirements; (c) Protecting all ACH-related data, including Receiver account numbers, routing numbers, and authorization records, in compliance with the Nacha Operating Rules and applicable law; (d) Complying with the Nacha Operating Rules regarding the protection and storage of deposit account information; and (e) Complying with all applicable data protection and privacy laws.

9. INTELLECTUAL PROPERTY

9.1 Provider IP. As between the parties, we own all right, title, and interest in and to the Services, Documentation, and all related Intellectual Property Rights. No rights are granted to you except as expressly set forth in this Agreement.

9.2 Customer Data. As between the parties, you own all right, title, and interest in and to Customer Data. You grant us a non-exclusive, worldwide, royalty-free license to use, process, store, transmit, and display Customer Data solely as necessary to provide the Services.

9.3 Feedback. If you provide any Feedback regarding the Services, you hereby grant us a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use such Feedback for any purpose without restriction or compensation.

9.4 Aggregated Data. We may collect, analyze, and use aggregated, anonymized, or de-identified data derived from your use of the Services for purposes of improving our products and services, provided that such data cannot reasonably be used to identify you or any individual.

10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations. Each party represents and warrants that: (a) It has the legal power and authority to enter into this Agreement; (b) This Agreement constitutes a valid and binding obligation; (c) Its performance under this Agreement will not conflict with any other agreement; and (d) It will comply with all applicable laws.

10.2 Provider Warranties. We warrant that: (a) The Services will perform materially in accordance with the Documentation during the Subscription Term; (b) We will provide the Services in a professional and workmanlike manner; and (c) To our knowledge, the Services do not infringe any third-party Intellectual Property Rights.

10.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED; THAT ACH ENTRIES WILL BE PROCESSED, SETTLED, OR CREDITED WITHIN ANY SPECIFIC TIMEFRAME; OR THAT ANY THIRD-PARTY SERVICES OR BANKING PARTNERS WILL PERFORM AS EXPECTED.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap. EXCEPT FOR (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, (B) A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7, (C) YOUR PAYMENT OBLIGATIONS UNDER SECTION 5, (D) YOUR OBLIGATIONS UNDER SECTION 4 (ACH AND ELECTRONIC PAYMENT SERVICES), OR (E) YOUR BREACH OF SECTION 3.5 (PROHIBITED USES), EACH PARTY’S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Under no circumstances shall Payra, its team, or partners be liable for any direct, indirect, incidental, or consequential damages—such as loss of revenue, delayed collections, or data issues—that result from use or inability to use the platform. This applies even if Payra has been informed of the possibility of such damages. If your use of Payra results in the need for ACH processing, data correction, reconciliation, or servicing of your ERP/accounting software, you assume responsibility for any resulting costs.

12. INDEMNIFICATION

12.1 Provider Indemnification. We shall defend, indemnify, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claims arising from: (a) Our material breach of this Agreement; (b) Our gross negligence or willful misconduct; (c) Any allegation that the Services infringe third-party Intellectual Property Rights; or (d) Our violation of applicable law.

12.2 Customer Indemnification. You shall defend, indemnify, and hold harmless Payra, its banking partners, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) Your material breach of this Agreement, including any breach of the Nacha Operating Rules; (b) Your violation of applicable law; (c) Customer Data; (d) Your failure to obtain or maintain proper ACH Authorizations; (e) Any unauthorized, fraudulent, or erroneous ACH entries originated by you or on your behalf; (f) Any ACH returns or adjustments resulting from your acts or omissions; (g) Your gross negligence or willful misconduct; (h) Your failure to comply with the fraud monitoring requirements of the Nacha Operating Rules; (i) Your processing of prohibited transaction types; and (j) Any dispute between you and any third party (including any Receiver) relating to your use of the Services.

12.3 Indemnification Procedures. The indemnified party shall: (a) Promptly notify the indemnifying party of any claim; (b) Grant the indemnifying party sole control of the defense and settlement; and (c) Provide reasonable cooperation and assistance.

13. GENERAL PROVISIONS

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

13.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by JAMS in Nashville, Tennessee. Either party may seek injunctive relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

13.3 Class Action Waiver. YOU AND WE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

13.4 Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, epidemics or pandemics, power failures, internet or telecommunications failures, or disruptions to the ACH Network or banking systems.

13.5 Assignment. You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of our assets.

13.6 Notices. All notices under this Agreement shall be in writing and shall be deemed given when: (a) Delivered personally; (b) Sent by nationally recognized overnight courier; (c) Sent by certified mail, return receipt requested; or (d) Sent by email with confirmation of receipt. Notices to us shall be sent to: Summit Pay, Inc. DBA Payra, 1615 Adams Street, Suite 200, Nashville, TN 37206, Attention: Legal Department, Email: legal@payra.com.

13.7 Entire Agreement. This Agreement, together with all Order Forms, Pricing Agreements, exhibits, schedules, and other documents incorporated herein by reference, constitutes the entire agreement between the parties. In the event of any conflict between these Terms and any Order Form or Pricing Agreement, the Order Form or Pricing Agreement shall control with respect to pricing and service-specific terms; provided that these Terms shall control with respect to ACH and electronic payment processing obligations.

13.8 Pricing Agreement Incorporation. By executing a Pricing Agreement with Payra, Customer acknowledges that they have read, understood, and agree to be bound by these Terms of Service in their entirety. The Pricing Agreement and these Terms of Service together constitute the complete agreement between Customer and Payra for the provision of Services. No separate execution of these Terms of Service is required; execution of the Pricing Agreement constitutes acceptance of these Terms.

13.9 Amendment. We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by email or by posting a notice on our website at least thirty (30) days before the changes take effect. Your continued use of the Services after the effective date of any modification constitutes your acceptance. Notwithstanding the foregoing, changes required by the Nacha Operating Rules or the Bank may take effect immediately upon notice.

13.10 Severability. If any provision of this Agreement is held to be invalid, such provision shall be modified to the minimum extent necessary to make it valid while preserving the parties’ original intent, or if not possible, shall be severed, and the remaining provisions shall continue in full force and effect.

13.11 Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship.

14. CONTACT INFORMATION

If you have any questions about these Terms or the Services, please contact us at:

Summit Pay, Inc. DBA Payra

1615 Adams Street, Suite 200

Nashville, TN 37206

Email: support@payra.com

Phone: (615) 555-0100

Website: www.payra.com

BY USING THE SERVICES OR EXECUTING A PRICING AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, INCLUDING ALL PROVISIONS RELATING TO ACH PROCESSING AND COMPLIANCE WITH THE NACHA OPERATING RULES.

© 2026 Summit Pay, Inc. DBA Payra. All rights reserved.

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. 

© 2025 Summit Pay, Inc. DBA Payra. All rights reserved.