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 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," "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. 

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, 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 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" means an ordering document, statement of work, online order, or subscription selection specifying the Services to be provided hereunder, whether executed by the parties, submitted through our online

ordering process, or selected through the Services. 

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 payable automation, payment processing, vendor management, invoice processing, 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 5. 

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. 

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. 

3. CUSTOMER OBLIGATIONS 

3.1 Account Registration. To access the Services, you must create an account by providing accurate, current, and complete information as prompted by the registration process. 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; and (h) 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, including Intellectual Property Rights and privacy 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 or any portion thereof; 

(c) Modify, translate, adapt, or create derivative works based upon the Services or any portion thereof; (d) Copy, frame, or mirror any part of the Services; 

(e) Use the Services to process transactions for third parties or operate a service bureau, unless expressly authorized in writing by us; 

(f) Use the Services for any illegal, fraudulent, unauthorized, or harmful purpose; 

(g) Use the Services to transmit any viruses, malware, or other harmful code; 

(h) Interfere with or disrupt the integrity, performance, or security of the Services or any systems or networks connected thereto; 

(i) Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services; 

(j) Use the Services in any manner that could damage, disable, overburden, or impair our servers or networks; 

(k) Use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission;

(l) Remove, alter, or obscure any proprietary notices, labels, or marks on the Services; 

(m) Use the Services to store or transmit any content that is defamatory, obscene, threatening, abusive, or otherwise objectionable; 

(n) Use the Services in violation of any applicable law or regulation; or 

(o) 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. 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. You are solely responsible for obtaining any required consents or authorizations and complying with any applicable terms for your use of Third-Party Services in connection with the Services. 

4. FEES AND PAYMENT 

4.1 Fees. You shall pay all Fees as specified in your Order Form 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. 

4.2 Payment Method. You authorize us to automatically charge all Fees to your designated payment method (credit card, debit card, or bank account via ACH debit) on file. 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) Authorize us to continue charging your payment method for all Fees as they become due. 4.3 Billing Cycle. Unless otherwise specified in your Order Form: 

(a) Subscription fees shall be billed in advance on a monthly or annual basis, as selected by you at the time of purchase; 

(b) Usage-based fees, including but not limited to transaction 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. 

4.4 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. If we are required to collect or pay any such taxes, you shall reimburse us upon demand, or alternatively, provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. 

4.5 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 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 in accordance with Section 5.2 if payment is not received within thirty (30) days of the original due date. 

4.6 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. TERM AND TERMINATION 

5.1 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," and together with the Initial Term, the "Subscription Term"), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. 

5.2 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 specifying the breach; or 

(b) The other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, whether voluntary or involuntary, that is not dismissed within sixty (60) days. 

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

5.4 Suspension. We may suspend your access to the Services immediately without notice if: (a) We reasonably believe your use of the Services poses a security risk to us or any third party;

(b) We reasonably believe your use of the Services may subject us or any third party to liability; (c) You are in breach of this Agreement; 

(d) Your account is overdue for payment; or 

(e) Such suspension is required by law or by any governmental authority. 

We will use reasonable efforts to provide you with notice of any suspension and an opportunity to cure, except where we determine in our sole discretion that immediate suspension is necessary. 

5.5 Effect of Termination. Upon termination or expiration of this Agreement: 

(a) All rights granted to you under this Agreement shall immediately cease; 

(b) You shall immediately cease all use of the Services; 

(c) You shall pay all outstanding Fees for Services provided through the effective date of termination; (d) Each party shall return or destroy all Confidential Information of the other party in its possession or control; 

(e) We will, upon your written request made within thirty (30) days of termination, make Customer Data available for export in a standard format (such as CSV or JSON) for a period of thirty (30) days; and 

(f) After the thirty (30) day period described above, we may delete all Customer Data in our systems, and we shall have no obligation to retain or provide any Customer Data. 

5.6 Survival. The following sections shall survive any termination or expiration of this Agreement: Sections 1 (Definitions), 4 (Fees and Payment, to the extent of any accrued but unpaid Fees), 5.5 (Effect of Termination), 5.6 (Survival), 6 (Confidentiality), 7 (Data Protection and Security), 8 (Intellectual Property), 9.3 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), and 12 (General Provisions). 

6. CONFIDENTIALITY 

6.1 Definition. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving 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. Confidential Information includes, but is not limited to: 

(a) Business plans, strategies, and projections; 

(b) Financial information and pricing; 

(c) Customer and vendor lists and information; 

(d) Technical information, including software, algorithms, and source code; 

(e) Product plans and roadmaps;

(f) Marketing and sales information; 

(g) The terms of this Agreement; and 

(h) Any other information that provides a competitive advantage. 

6.2 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 or with the Disclosing Party's prior written consent; 

(c) Use Confidential Information only for purposes of performing its obligations or exercising its rights under this Agreement; 

(d) Limit access to Confidential Information to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and 

(e) Promptly notify the Disclosing Party of any unauthorized disclosure or use of Confidential Information. 6.3 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 by the Disclosing Party, as demonstrated by the Receiving Party's written records; 

(c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; 

(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as demonstrated by the Receiving Party's written records; or 

(e) Is approved for release by the Disclosing Party in writing. 

6.4 Required Disclosure. The Receiving Party may disclose Confidential Information if required by law, regulation, court order, or governmental authority, provided that the Receiving Party: 

(a) Gives the Disclosing Party prompt written notice of such requirement (to the extent legally permitted); 

(b) Cooperates with the Disclosing Party's reasonable efforts to seek a protective order or other appropriate remedy; and 

(c) Discloses only that portion of Confidential Information that is legally required to be disclosed.

7. DATA PROTECTION AND SECURITY 

7.1 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, in accordance with industry standards and applicable law. Such safeguards include, but are not limited to: 

(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 and background checks; 

(e) Incident response and disaster recovery procedures; and 

(f) Physical security measures for our facilities and data centers. 

7.2 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. 

7.3 Subprocessors. You acknowledge that we may engage third-party service providers ("Subprocessors") to assist in providing the Services, including but not limited to cloud hosting providers, payment processors, and analytics providers. We shall ensure that any Subprocessor is bound by data protection obligations substantially similar to those contained in this Agreement. 

7.4 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. Such notification shall include: 

(a) A description of the nature of the incident; 

(b) The types of Customer Data affected; 

(c) The measures taken or proposed to address the incident; and 

(d) Contact information for further inquiries. 

We shall cooperate with you in investigating and remediating any such incident and shall take reasonable steps to mitigate any harm. 

7.5 Data Location. Customer Data shall be stored and processed in the United States unless otherwise agreed in writing. We will not transfer Customer Data outside the United States without your prior written consent. 

7.6 Data Retention. We will retain Customer Data for the duration of this Agreement and for a period of thirty (30) days following termination, after which we may delete all Customer Data. Upon your written request, we will provide certification of deletion. 

7.7 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) Backing up your own data and systems; 

(d) Promptly notifying us of any security concerns or incidents; and 

(e) Complying with all applicable data protection and privacy laws. 

8. INTELLECTUAL PROPERTY 

8.1 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, including but not limited to: 

(a) All software, code, algorithms, and technical infrastructure underlying the Services; (b) All user interfaces, designs, and visual elements of the Services; 

(c) All trademarks, service marks, logos, and trade names associated with the Services; (d) All Documentation and other written materials; 

(e) All improvements, enhancements, modifications, and derivative works of the foregoing; and (f) All patents, copyrights, trade secrets, and other Intellectual Property Rights therein. 

No rights are granted to you except as expressly set forth in this Agreement. All rights not expressly granted herein are reserved by us. 

8.2 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 and as otherwise permitted by this Agreement. 

8.3 Feedback. If you provide any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), you hereby grant us a perpetual, irrevocable, worldwide, royalty free, fully sublicensable license to use, reproduce, modify, create derivative works from, distribute, publicly perform, publicly display, and otherwise exploit such Feedback for any purpose without restriction or compensation to you. 

8.4 Aggregated Data. We may collect, analyze, and use aggregated, anonymized, or de-identified data derived from your use of the Services ("Aggregated Data") for purposes of improving and developing our products and services, conducting research, generating industry benchmarks, and other lawful business purposes, provided that such Aggregated Data cannot reasonably be used to identify you or any individual. We own all right, title, and interest in and to Aggregated Data. 

8.5 Reservation of Rights. Except for the limited rights expressly granted herein, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any Intellectual Property Rights

or other right, title, or interest in or to the Services or any of our Intellectual Property. 

9. REPRESENTATIONS AND WARRANTIES 

9.1 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, enforceable in accordance with its terms; 

(c) Its performance under this Agreement will not conflict with or result in a breach of any other agreement to which it is a party; and 

(d) It will comply with all applicable laws in connection with its performance under this Agreement. 9.2 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 consistent with industry standards; and 

(c) To our knowledge, the Services do not infringe any third-party Intellectual Property Rights. 

Your sole and exclusive remedy for any breach of the warranties in this Section 9.2 shall be, at our option, either (i) correction of the non-conforming Services, or (ii) termination of this Agreement and refund of any prepaid Fees for the period following such termination. 

9.3 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, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. 

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: 

(a) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; (b) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (c) ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED; 

(d) THE SERVICES WILL BE COMPATIBLE WITH ANY SPECIFIC HARDWARE, SOFTWARE, OR NETWORK CONFIGURATION; 

(e) ANY DATA OR INFORMATION STORED OR PROCESSED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, OR TIMELY; 

(f) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR

(g) ANY THIRD-PARTY SERVICES INTEGRATED WITH THE SERVICES WILL PERFORM AS EXPECTED. 

YOU ACKNOWLEDGE THAT YOU HAVE RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT AND THAT NO WARRANTIES ARE MADE BY ANY OF OUR LICENSORS, SUPPLIERS, OR SUBCONTRACTORS. 

10. LIMITATION OF LIABILITY 

10.1 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: 

(a) LOSS OF PROFITS, REVENUE, OR BUSINESS; 

(b) LOSS OF DATA OR DATA USE; 

(c) LOSS OF GOODWILL OR REPUTATION; 

(d) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; 

(e) BUSINESS INTERRUPTION; OR 

(f) ANY OTHER INTANGIBLE LOSSES, 

REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

10.2 Liability Cap. EXCEPT FOR (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, (B) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6, (C) YOUR PAYMENT OBLIGATIONS UNDER SECTION 4, OR (D) YOUR BREACH OF SECTION 3.5 (PROHIBITED USES), EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, 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. 

10.3 Essential Purpose. THE LIMITATIONS SET FORTH IN THIS SECTION 10 SHALL APPLY EVEN IF ANY LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

10.4 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10 ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND THAT THE FEES CHARGED UNDER THIS AGREEMENT REFLECT AND ARE SET IN RELIANCE UPON SUCH LIMITATIONS. THE PARTIES AGREE THAT THE

LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 

10.5 Jurisdictional Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. 

11. INDEMNIFICATION 

11.1 Provider Indemnification. We shall defend, indemnify, and hold harmless you and your officers, directors, employees, and agents from and against any and all third-party claims, actions, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: 

(a) Our material breach of this Agreement; 

(b) Our gross negligence or willful misconduct in providing the Services; 

(c) Any allegation that the Services, as provided by us and used by you in accordance with this Agreement, infringe or misappropriate any third-party Intellectual Property Rights; or 

(d) Our violation of applicable law in providing the Services. 

11.2 Customer Indemnification. You shall defend, indemnify, and hold harmless us and our officers, directors, employees, and agents from and against any and all third-party claims, actions, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: 

(a) Your material breach of this Agreement; 

(b) Your violation of applicable law in connection with your use of the Services; 

(c) Customer Data, including any claim that Customer Data infringes or misappropriates any third-party rights; (d) Your gross negligence or willful misconduct; 

(e) Your use of the Services in combination with any third-party products, services, or materials not provided by us; or 

(f) Any dispute between you and any third party relating to your use of the Services. 

11.3 Indemnification Procedures. The indemnified party shall: 

(a) Promptly notify the indemnifying party in writing of any claim for which indemnification is sought (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such failure); 

(b) Grant the indemnifying party sole control of the defense and settlement of such claim (provided that the indemnifying party shall not settle any claim in a manner that admits liability or imposes any obligation on the

indemnified party without the indemnified party's prior written consent); and 

(c) Provide reasonable cooperation and assistance to the indemnifying party in the defense of such claim at the indemnifying party's expense. 

11.4 IP Infringement Response. If we become aware that the Services may infringe any third-party Intellectual Property Rights, or if you are enjoined from using the Services due to such alleged infringement, we may, at our sole option and expense: 

(a) Procure the right for you to continue using the Services; 

(b) Modify the Services to make them non-infringing while maintaining substantially equivalent functionality; or 

(c) If neither of the foregoing options is commercially reasonable, terminate this Agreement and refund any prepaid Fees for the period following such termination. 

The foregoing states our entire liability and your sole and exclusive remedy with respect to any claim of infringement or misappropriation of Intellectual Property Rights. 

12. GENERAL PROVISIONS 

12.1 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. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. 

12.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted by a single arbitrator in Nashville, Tennessee. The language of the arbitration shall be English. Judgment on any arbitration award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing: 

(a) Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information; and 

(b) Any dispute involving amounts less than $10,000 may be resolved through small claims court if such court has jurisdiction. 

12.3 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. Unless both you and we agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. 

12.4 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, riots, civil

unrest, strikes or labor disputes, government actions, epidemics or pandemics, power failures, internet or telecommunications failures, or other similar events ("Force Majeure Event"). The affected party shall give prompt notice to the other party of any Force Majeure Event and shall use reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement upon written notice. 

12.5 Assignment. You may not assign or transfer this Agreement or any of your rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of this Section shall be void. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. 

12.6 Notices. All notices, requests, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when: 

(a) Delivered personally; 

(b) Sent by nationally recognized overnight courier (with tracking confirmation); 

(c) Sent by certified mail, return receipt requested; or 

(d) Sent by email (with confirmation of receipt, excluding automatic replies). 

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 

Notices to you shall be sent to the address or email associated with your account or as otherwise designated by you in writing. 

12.7 Entire Agreement. This Agreement, together with all Order Forms, exhibits, schedules, and other documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and communications, whether written or oral. In the event of any conflict between these Terms and any Order Form, the Order Form shall control with respect to the subject matter of such Order Form. 

12.8 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 of the modified Terms. If you do not agree to the modified Terms, you may terminate this Agreement in accordance with Section 5.3. 

12.9 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay by either party in exercising any right, power, or remedy under this

Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. 

12.10 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent, or if such modification is not possible, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect. 

12.11 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 between the parties. Neither party has any authority to bind the other or to incur any obligations on the other's behalf. 

12.12 Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 

12.13 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures, including those transmitted by email or through electronic signature platforms, shall be deemed valid and binding for all purposes. 

12.14 Headings. The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. 

12.15 Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafting party. The words "include," "including," and similar terms shall be construed as if followed by the phrase "without limitation." 

12.16 Export Compliance. You acknowledge that the Services may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export laws and regulations and agree not to export, re export, or transfer, directly or indirectly, any technical data or products acquired from us to any country or person for which the U.S. government requires an export license or other governmental approval without first obtaining such license or approval. 

12.17 Government Users. If you are a U.S. government entity or the Services are being acquired for use by the U.S. government, the Services are "commercial computer software" and "commercial computer software documentation" as those terms are defined in 48 C.F.R. §2.101. Use, duplication, or disclosure by the U.S. government is subject to the restrictions set forth in this Agreement and in 48 C.F.R. §§12.211, 12.212, 227.7102, and 227.7202. 

12.18 Language. This Agreement is written in English. Any translation is provided for convenience only. In the event of any conflict between the English version and any translation, the English version shall control.

13. 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, 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.