SR Pay Agreement

SR Pay Agreement

Last updated: May 21, 2026

This SR Pay Agreement (this “Agreement”) governs Client’s use of Solutionreach’s payment-acceptance functionality (the “Payments Service”) and supplements the Solutionreach Master Services Agreement and any applicable Terms of Service (together, the “Subscription Terms”; and, together with this Agreement, the “Terms”). Capitalized terms not defined in Article 1 or elsewhere in this Agreement carry the meanings given in the Subscription Terms. Client’s and each authorized user’s continued access to the Payments Service is conditioned on ongoing acceptance of the Terms.

1. Definitions

1. “Card” means any valid credit, debit, prepaid, or other payment card or account number issued under the authority of a Payment Network (including Visa®, MasterCard®, American Express®, and Discover® cards).
2. “Cardholder” means an individual whose name appears on a Card, and any other person authorized to use that Card to pay Client. The term also encompasses any “Customer” as defined under the Payrix Documents.
3. “Cardholder Data” means (a) Card account details (account number, expiration date, and any card verification value); (b) non-public, personally identifying information furnished by a Cardholder; (c) any information exchanged with a Payment Network, an issuing or acquiring bank, or Payrix in connection with a Transaction; and (d) any other data treated as “Card Data” under the Payrix Documents or as “Cardholder Data” or sensitive authentication data under PCI DSS.
4. “Chargeback” means a reversal of a previously settled Transaction in which funds are returned to the issuing bank under the Rules or following a Dispute.
5. “Dispute” means a Cardholder’s instruction to reverse, contest, or invalidate a processed Transaction.
6. “Merchant Client” means a Client that has executed a Payments Order or otherwise enrolled in the Merchant Service.
7. “Payment Network” means Visa, MasterCard, American Express, Discover, and any other card or payment network whose payment instruments are processed through the Payments Service from time to time.
8. “Payments Order” means a Solutionreach order form, quotation, or online enrollment under which Client subscribes to the Payments Service and that references the applicable pricing.
9. “PCI DSS” means the Payment Card Industry Data Security Standard, as amended or supplemented from time to time by the PCI Security Standards Council, LLC.
10. “Prohibited Activity” means any business or activity that Payrix, Payrix’s acquiring bank, or Payrix’s back-end processor has designated from time to time as prohibited. The current list is available from Solutionreach on request and may change without notice. Without limitation, a Prohibited Activity includes any deployment of the Payments Service on behalf of, in support of, or to the benefit of any sovereign nation, organization, business entity, or natural person targeted by a sanctions program administered by any government, including any person named on the U.S. Treasury Department’s OFAC Specially Designated Nationals and Blocked Persons List (the “OFAC SDN List”).
11. “Rules” means collectively: (a) the rules, standards, and procedures of the Payment Networks; (b) PCI DSS, the Payment Application Data Security Standard, and any successor standards issued by the PCI Security Standards Council; (c) the rules of any debit network applicable to the Payments Service; and (d) all federal, state, and local laws and regulations applicable to Client, the Payments Service, or any Transaction.
12. “Sub-Merchant Account” means the merchant account (and any associated MIDs) opened by Payrix for Client under the Sub-Merchant Agreement, through which the Payments Service is delivered.
13. “Sub-Merchant Agreement” means the written agreement between Client and Payrix governing payment processing services, which Client must execute through enrollment and underwriting. Client’s status under that agreement is also referred to as that of a “Sub-Merchant.”
14. “Transaction” means any credit card, debit card, ACH, or other electronic authorization, credit, debit, ticket-only, capture, settlement request, or declined transaction that Client completes or submits via the Payments Service.

2. The Payments Service

The Payments Service is a hosted payment-acceptance platform offered through the Solutionreach platform. It comprises, as enabled for a given Client: (a) point-of-sale and card-present payment acceptance (the “Merchant Service”); (b) card-not-present payment acceptance, including invoicing, text-to-pay, online payment, and recurring or card-on-file billing (the “Card Not Present Service”); and (c) where available, ACH and electronic check acceptance. Transaction information is surfaced through Client’s Solutionreach account.

1. Approval Required. Client’s enrollment in, and ongoing access to, the Payments Service is conditioned on (a) Payrix’s underwriting approval and (b) Client’s execution of, and compliance with, the Sub-Merchant Agreement. Solutionreach makes no representation that Payrix will approve any particular Client, maintain any Sub-Merchant Account, or continue to support any Client.

3. Payrix and the Solutionreach–Payrix Relationship

Solutionreach is a payment facilitator for the Payments Service: it provides the technology, integration, and customer-facing experience that allow Client to accept Card-based and other electronic payments from patients and other payors. Solutionreach is not a chartered bank and does not provide banking services. The Payments Service is delivered through Solutionreach’s third-party processor, Payrix Solutions, LLC (“Payrix”), together with Payrix’s sponsor acquiring bank and back-end processor. Solutionreach and Payrix are independent contractors. No provision of the Terms shall be construed as creating any agency, partnership, joint venture, or employment relationship between them, or as making either party liable for the acts of the other.

4. Eligibility

To be eligible for the Payments Service, Client must (a) be a U.S.-domiciled and U.S.-resident business; (b) act through individuals at least eighteen (18) years of age; (c) not be subject to any U.S.-administered sanctions or restrictions on financial services, and not appear on the OFAC SDN List; and (d) not have previously had card processing services terminated for cause by Payrix or any of its affiliates. Payrix retains sole, reasonable discretion to decline or terminate a Sub-Merchant Agreement based on its underwriting criteria, risk policies, or determination that Client is engaged in a Prohibited Activity. Solutionreach has no liability for any such Payrix decision.

5. Healthcare Practices and Protected Health Information

1. HIPAA Sensitivity. Solutionreach’s customer base includes healthcare providers and other entities that are or may be Covered Entities under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (“HIPAA”). Where Client is a Covered Entity, certain information processed through the Payments Service may constitute Protected Health Information (“PHI”), because individually identifiable information regarding past, present, or future payment for healthcare is itself PHI under HIPAA.
2. Business Associate Agreement. To the extent Solutionreach receives, creates, maintains, or transmits PHI on Client’s behalf in connection with the Payments Service, Solutionreach will handle such PHI in accordance with the Solutionreach Business Associate Agreement (the “BAA”) and applicable law.
3. Client shall minimize the inclusion of PHI in Transactions and shall not place procedure codes, diagnosis codes, treatment descriptions, or other clinical details in invoice descriptions, payment memos, free-text fields, or other Transaction-related fields, except where strictly necessary and only to the extent permitted by HIPAA and the BAA.

6. Client Obligations

1. Sub-Merchant Agreement. Access to the Payments Service is conditioned on Client, and each authorized user, executing and remaining in compliance with the Sub-Merchant Agreement and any related fee schedule, disclosure, or addendum that Payrix requires (collectively with the Sub-Merchant Agreement, the “Payrix Documents”), as Payrix may amend the same in accordance with their terms. The Payrix Documents are direct agreements between Client and Payrix; Solutionreach is not a party. Client must direct any Payrix-related support inquiry to Payrix. A breach of any Payrix Document by Client or an authorized user is also a breach of this Agreement, and Solutionreach may, on that ground alone, immediately suspend Client’s access to, or revoke Client’s right to use, the Payments Service without prior notice.
2. Information Sharing. Client acknowledges that Solutionreach may share information about Client, its authorized users, its patients and other customers, and Client’s account with Payrix, Payrix’s acquiring bank and back-end processor, and other service providers (and may receive corresponding information from them), in each case for providing, administering, supporting, and improving the Payments Service; underwriting; fraud and risk monitoring; and compliance with applicable law and the Rules. Client represents and warrants that it has obtained, and will maintain, all consents required by the Rules and applicable law for such collection, use, transmission, and sharing.
3. Legal and Regulatory Compliance. Client, at its own expense, shall comply with the Rules and with every applicable law, policy, regulation, ordinance, and order issued by any Governmental Authority or regulatory body with jurisdiction over Client, its authorized users, its business, or any Transaction, including, without limitation, the Payment Networks’ privacy guidelines, the Gramm-Leach-Bliley Act, the Telephone Consumer Protection Act, the CAN-SPAM Act, HIPAA (as applicable), and PCI DSS. Client shall also follow Solutionreach’s and Payrix’s then-current policies and procedures for the Payments Service. Client shall not (a) employ the Payments Service to offer for sale or sell anything that constitutes a Prohibited Activity, or (b) use the Payments Service in any way that could reasonably expose Solutionreach or Payrix to investigation, prosecution, or other legal action. On request, Client shall furnish then-current PCI DSS compliance certification appropriate to Client’s merchant level.
4. Third-Party Vendors. Client’s use of any third-party product or service in connection with the Payments Service (including services delivered by Payrix, Payrix’s acquiring bank, or Payrix’s back-end processor), is governed by the Payrix Documents and any other applicable third-party agreement. Solutionreach is not a party to those agreements and offers no warranty as to any third-party product or service.

7. Cardholder Data, Privacy, and Security

1. Client Environment. As between the parties, Client alone is responsible for securing all data (Cardholder Data included) that resides on infrastructure operated by Client or any third party Client engages. Client shall comply with every applicable law and regulation that addresses the safeguarding, privacy, collection, storage, or handling of Cardholder Data and other personal or financial information. Client shall provide a notice to Cardholders (on its website or at the point of sale) describing the manner in which, and the reasons for which, Cardholder Data, together with any other personal or financial information, is gathered and used, including any use contemplated by the Terms.
2. Standards; Breach Notification. Client shall observe every then-effective legal obligation and security measure that applies to how Cardholder Data and Transaction data are collected, secured, transmitted, disclosed, and destroyed (including PCI DSS and any applicable Payment Network requirement), and shall follow the security protocols and advisories Solutionreach and Payrix maintain throughout Client’s use of the Payments Service. Between the parties, Client (not Solutionreach and not Payrix) is responsible for the protection of Cardholder Data while in Client’s possession. Client represents that it has implemented commercially reasonable measures to safeguard its systems against unauthorized breach or intrusion. If Client experiences a security incident in which Cardholder Data or Transaction data is, or may have been, accessed without authorization, Client shall notify Solutionreach and Payrix without delay (and in any case within forty-eight (48) hours after discovery), cooperate fully with any investigation, and implement such further measures as are necessary to prevent recurrence.
3. Transaction Authorization. Solutionreach bears no responsibility for any Transaction that is processed improperly or without authorization, or for any unlawful or fraudulent access to Client’s account, to Cardholder Data, or to Transaction data. Each Transaction Client submits must be authorized by the applicable Cardholder and submitted only after the underlying goods are shipped or services rendered, except where the Cardholder has authorized prepayment or a valid card-on-file or recurring-billing authorization is in place under the Rules. Client shall not submit a Transaction it knows or reasonably should know is fraudulent, unauthorized, or unlawful; for which a decline response was issued; for which the payment method is expired or invalid; or that duplicates a Transaction under Dispute or previously resolved in Client’s favor. Solutionreach’s liability for an improperly processed or unauthorized Transaction attributable solely to its own negligence is governed by the limitation-of-liability provisions of the Subscription Terms.
4. It is Client’s exclusive responsibility to assemble and preserve complete records of every Transaction and all related Cardholder Data for Client’s own reference. Except as expressly provided here, Solutionreach has no duty to store, retain, report, or furnish copies of (or access to) any record of a Transaction or Cardholder Data collected or processed through the Payments Service.
5. Restrictions on Use of Data. Client shall not use any Cardholder Data, Personal Data, or data describing Client’s use of the Payments Service to market products or services to any third party absent the express, prior written consent of both Solutionreach and Payrix. Client shall not resell, license, or otherwise make available to any third party the Payments Service, any related software, or any API.

8. Disputes, Chargebacks, Refunds, and Reversals

1. Dispute Handling. Client is solely responsible for responding to Dispute investigations and Chargebacks, and shall timely cooperate with any Dispute investigation request from Solutionreach or Payrix. Lost Disputes and untimely responses may carry additional fees. Solutionreach may restrict Client’s ability to withdraw funds or process Transactions during any investigation or resolution of a pending Dispute.
2. Chargeback Risk. Client bears all risk associated with any Chargeback arising from a Transaction processed through the Payments Service, including the principal Transaction amount, any Payment Network assessments, and any related fees.
3. Refunds and Reversals. Client shall maintain a fair return, refund, cancellation, and adjustment policy and shall disclose it clearly to Cardholders at the time of each Transaction. Refunds shall be processed only through the Payments Service and only against the original Transaction. Client shall not issue cash refunds for any Transaction processed through the Payments Service, except where required by applicable law.

9. Add-On Services

1. Payrix, its affiliates, or Solutionreach may from time to time make available additional payment-related services, features, modules, or add-ons (each, an “Add-On Service”). Solutionreach will furnish at least thirty (30) days’ advance notice (each, an “Add-On Notice”) of any Add-On Service that, if accepted, may carry additional fees. Each Add-On Notice will identify the Add-On Service, applicable fees, effective date, and the procedure for declining. Solutionreach may deliver Add-On Notices by email, by posting in Client’s Solutionreach account, or by any other reasonable means.
2. Deemed Acceptance. Unless Client affirmatively declines the Add-On Service per the procedure in the Add-On Notice prior to the stated effective date, Client is deemed to have accepted the Add-On Service and associated fees, and Solutionreach and Payrix may enable the Add-On Service and bill the applicable fees to Client’s Sub-Merchant Account. Client is responsible for monitoring its email and Solutionreach account for Add-On Notices (including ensuring messages are not blocked or filtered), and Solutionreach is not liable for Client’s failure to receive or respond.
3. Client may, after the effective date, request that Solutionreach disable the Add-On Service by following the procedure Solutionreach makes available; Client remains responsible for fees accrued through the disablement date.

10. Fees and Settlement

1. Standard Rates. Client agrees to pay Solutionreach’s then-current standard rates for each component of the Payments Service it uses (collectively, the “Fees”), except where the parties have agreed to different pricing in a Payments Order. Current Fees appear in the Fee Schedule attached as Exhibit A. Downgraded transactions (including transactions where a Card is not physically presented, transactions involving non-qualified card types, and transactions that fail to satisfy interchange requirements) may carry additional fees. Fees accrue when each Transaction is processed and are netted first against the funds being transferred or collected, then against any balance held in Client’s Sub-Merchant Account. Solutionreach may change the Fees on at least thirty (30) days’ prior notice; pass-through fees and assessments imposed by a Payment Network, an acquiring bank, Payrix, or any Governmental Authority may be passed through on whatever shorter notice Solutionreach is given or as is practicable.
2. Collection and Set-Off. Client shall pay, or ensure that Solutionreach is able to collect, all Fees and other amounts due when due. Solutionreach may deduct, recoup, or set off amounts owed under this Agreement (or any other agreement between Client and Solutionreach) against Client’s Sub-Merchant Account balance, settlement funds held on Client’s behalf, or any Article 11 reserve; or invoice Client. If the Sub-Merchant Account balance is insufficient, Solutionreach may debit Client’s designated bank account, charge any payment instrument on file, or invoice Client.
3. Payrix Fees. Payrix may assess, invoice, and collect its own fees directly from according to the terms set forth in the Payrix Documents. Any Payrix-imposed fees are in addition to, and not in lieu of, the Fees payable to Solutionreach under any Payments Order or Exhibit A.
4. Fees are exclusive of any sales, use, excise, value-added, or similar taxes. Client is responsible for all such taxes arising from its use of the Payments Service (other than taxes on Solutionreach’s net income).

11. Reserves

Solutionreach may, in its reasonable discretion, require Client to maintain a reserve in such amount and for such period as Solutionreach reasonably determines to cover anticipated Chargebacks, refunds, fines, fees, or other obligations under this Agreement or the Payrix Documents. Solutionreach may fund the reserve by withholding settlement funds, debiting the Sub-Merchant Account, or invoicing Client, and may apply reserve funds against any amount Client owes under this Agreement or any other agreement between Client and Solutionreach.

12. Solutionreach Data Practices

1. Usage Data. Solutionreach may gather, store, and share information sourced from Client (including data describing Client’s, and its patients’ and other customers’, usage of the Payments Service), consistent with Solutionreach’s then-current privacy practices and any agreement between Solutionreach and Payrix.
2. Data Transfer. Solutionreach, Payrix, and their affiliates may transfer data among themselves as necessary to deliver and manage the Payments Service. Solutionreach may also disclose data to: (a) third parties that assist Solutionreach in evaluating Client’s eligibility for the Payments Service, or in administering or operating it; (b) non-affiliated vendors that help Solutionreach deliver products or services Client has requested; (c) entities providing support or marketing services to Solutionreach; and (d) other recipients permitted by law. While Solutionreach uses commercially reasonable efforts to safeguard data, Solutionreach gives no warranty that Cardholder Data or Transaction data will travel free of unauthorized interception or alteration, or that such data will not be accessed by parties acting without authorization.

13. Modifications

Solutionreach may modify this Agreement from time to time by posting an updated version at www.solutionreach.com or by otherwise providing notice to Client. Client acknowledges that the Payment Networks, Payrix, or Payrix’s acquiring bank or back-end processor may mandate changes to the Payments Service, the Sub-Merchant Agreement, fees, risk-management controls, or operational procedures, and Solutionreach may pass those changes through on whatever notice it is given or as is practicable. Modifications take effect on the date specified or, if none, on posting. Client’s continued use of the Payments Service after the effective date constitutes acceptance.

14. Suspension and Termination

1. By Solutionreach. Without limiting any other provision of the Terms, Solutionreach may, under any of the following circumstances, suspend Client’s access to the Payments Service or terminate Client’s right to use it: (a) Solutionreach has cause to believe Client has committed, or has been alleged to commit, a violation of the Rules or of any law, policy, guideline, regulation, ordinance, or order issued by a Governmental Authority or regulatory body with jurisdiction; (b) Client uses the Payments Service to offer for sale or sell anything that constitutes a Prohibited Activity; or (c) in Solutionreach’s sole reasonable judgment, Client is using the Payments Service in a manner that is otherwise disruptive or harmful to Solutionreach, Payrix, or any third party. A suspension may restrict Client’s ability to withdraw funds from, or process Transactions through, Client’s account. Solutionreach will undertake reasonable efforts to notify Client of any termination, suspension, or other material change by email to the address Client provided at registration.
2. Activation Deadline for Merchant Service. A Merchant Client must activate the Merchant Service and process payments within forty-five (45) days of executing the relevant Payments Order. Failing that, Solutionreach may terminate the Merchant Service without further action or notice. After termination, Client may continue to use the Card Not Present Service at Solutionreach’s then-current Card Not Present rate.
3. By Payrix. If Solutionreach is notified that Payrix has terminated or suspended the Sub-Merchant Agreement or its relationship with Client, Solutionreach may, with no advance notice and incurring no liability, suspend or terminate Client’s and each authorized user’s access to the Payments Service. Solutionreach may similarly suspend or terminate the Payments Service, again without notice or liability, on receipt of notice from Payrix or Client’s acquiring bank that Client may no longer transmit an authorization message, settlement message, or other Transaction-related communication to Payrix.
4. Effect of Termination. On termination for any reason, this Agreement terminates and Client shall (a) without delay pay Solutionreach every outstanding amount, including any reserve required to cover anticipated Chargebacks, refunds, or fines; and (b) promptly return all Supplied Equipment, documentation, and materials Solutionreach provided, in accordance with the Subscription Terms. Articles 6, 10 (as to amounts accrued prior to termination), 11, 15, and 16, and any other provision that by its nature should survive, will survive termination.

15. Disclaimers

Without limiting any other provision of the Terms, Client acknowledges that the entire commercial risk of Client’s sale of goods or services (including, without limitation, exposure to Card fraud, Chargebacks, and payment reversals) rests with Client. Solutionreach shall have no liability (regardless of the legal theory asserted, and regardless of whether the claimed loss is attributable to negligence) for any loss arising out of or relating to:

(i)  any failure by Client to properly activate, integrate, or secure its Sub-Merchant Account or the Payments Service;

(ii)  any fraudulent Transaction processed through a Sub-Merchant Account;

(iii)  any Chargeback or refund associated with a Transaction processed through a Sub-Merchant Account;

(iv)  unauthorized access to any server, merchant interface, website, facility, Client-owned data, or Cardholder Data, whether caused by accident, unlawful or fraudulent conduct (including third-party hacking or device-based intrusion), or any other cause outside Solutionreach’s reasonable control; or

(v)  any act or omission of any third party, including Payrix, any other merchant service provider, any payment processor, any acquiring bank, or any issuing bank.

Third-Party Vendors.

Except as expressly set forth in the Subscription Terms, Solutionreach makes no representation, warranty, or guarantee of any kind (whether express or implied) concerning any third-party product or service furnished in connection with the Payments Service, including the services of Payrix. Client’s use of any such product or service is undertaken at Client’s sole risk. Solutionreach assumes no responsibility for, and expressly disclaims liability for, any claim of loss or fraud arising out of, or in reliance on, any third-party offering, whether Solutionreach acts as a reseller, a referral partner, or an integration partner with respect to that offering.

16. Indemnification

Without limiting any other provision of the Terms, Client shall defend, indemnify, and hold harmless each of Solutionreach, Payrix, and their respective parents, subsidiaries, affiliates, and other affiliated entities, together with the employees, contractors, agents, officers, and directors of each (collectively, the “Indemnified Parties”), in respect of any and all claim, damage, obligation, loss, liability, cost, debt, and expense (including reasonable attorneys’ fees) arising out of, or relating to:

(a) the dependability, accuracy, or legitimacy of any payment data Client submits to Solutionreach or Payrix;

(b) any Transaction Client submits via the Payments Service that is rejected by Payrix or an issuing bank;

(c) any Chargeback, refund, reversal, fine, penalty, or other amount assessed against an Indemnified Party in connection with Client’s Transactions;

(d) any claim by a Cardholder, including any claim relating to disclosure of Cardholder Data or to the goods or services Client provided;

(e) any breach by Client of the Sub-Merchant Agreement, any other Payrix Document, or any other agreement governing Client’s use of the Payments Service; and

(f) any actual or alleged violation by Client of any law, policy, guideline, regulation, ordinance, rule, or order issued by a Governmental Authority or regulatory body with jurisdiction over Client or over the subject matter of the Terms, including the Rules and PCI DSS.

If Client’s violation of the Rules or PCI DSS causes any fine or penalty to be charged against Solutionreach or Payrix, Client shall reimburse Solutionreach immediately on demand.

17. Acknowledgment

By accessing the Payments Service, or by otherwise making any use of it, Client expressly acknowledges and agrees to be bound by this Agreement, the Subscription Terms, and the Payrix Documents.

Exhibit A: Fee Schedule

The following Fees are Solutionreach’s standard rates for the Payments Service as of the effective date of this Fee Schedule. Solutionreach may update these Fees in accordance with Article 10. Capitalized terms not defined in this Exhibit A have the meanings given in the Agreement.

Notes:

(1)  Unless expressly stated otherwise, all Fees are exclusive of taxes, interchange, and Payment Network assessments.

(2)  Fees designated “Passthrough” are billed at 100% of the underlying amount charged by the applicable Payment Network, acquiring bank, or Payrix and may change without notice to reflect changes in the underlying amount.

(3)  Payrix may charge additional fees pursuant to the Sub-Merchant Agreement and other Payrix Documents; those fees are in addition to the Fees set forth here.

(4)  Pass-through fees (including Payment Network assessments, network fees, and interchange) are charged at cost and may be adjusted from time to time without notice to reflect changes by the applicable network or association.