Legal Terms
This Master Services Agreement (the “Agreement”) is entered into by and between Carepaya LLC, or its applicable affiliate identified in the applicable order, statement of work, enrollment form, onboarding submission, or other commercial document (“Carepaya”), and the person or entity accepting this Agreement or otherwise accessing or using the Services (“Merchant”), and is effective as of the earlier of the date Merchant accepts this Agreement, submits an onboarding application, executes an order, or first accesses or uses the Services (the “Effective Date”). By accepting this Agreement or using the Services, Merchant agrees to be bound by this Agreement.
1. Carepaya shall provide Merchant access to its software, technology, and related services for payment acceptance, billing, invoice-linked payment workflows, merchant onboarding support, reporting, reconciliation, and related operational functionality, together with any implementation, configuration, support, or other services expressly identified in an applicable order or statement of work (collectively, the “Services”). Merchant acknowledges and agrees that Carepaya is a technology platform provider and payment facilitator platform and that payment processing, settlement, acquiring, sponsorship, and certain related financial services are provided by one or more third-party financial institutions, processors, sponsor banks, or other service providers, including without limitation Finix Payments, Inc. and its related banking partners (collectively, the “Processor”). Merchant’s use of the Services is conditioned upon Merchant’s approval by the Processor and continued compliance with Processor requirements, card network rules, NACHA rules, applicable law, and this Agreement.
2. Merchant authorizes Carepaya to submit Merchant’s application, business information, beneficial ownership information, transaction information, bank account information, and other requested materials to the Processor and its banking partners for onboarding, underwriting, monitoring, compliance review, risk review, and continued account administration. Merchant represents, warrants, and covenants that all information provided by or on behalf of Merchant to Carepaya or the Processor is and shall remain true, accurate, complete, current, and not misleading. Merchant shall promptly update Carepaya regarding any material change in Merchant’s ownership, control, business activities, products or services, fulfillment practices, financial condition, tax status, licenses, regulatory status, bank account information, expected transaction volumes, billing practices, or risk profile.
3. Merchant acknowledges and agrees that approval for payment processing is not guaranteed and that Carepaya, the Processor, and their respective banking partners may approve, conditionally approve, decline, suspend, restrict, reserve against, or terminate Merchant’s access to payment processing or any part of the Services at any time, with or without prior notice, where deemed reasonably necessary for risk management, compliance, fraud prevention, underwriting, legal compliance, card network compliance, NACHA compliance, reputational protection, or business reasons. Merchant further acknowledges that transaction limits, rolling reserves, delayed funding, verification requests, additional due diligence, or other controls may be imposed at any time.
4. Merchant shall use the Services solely for lawful business purposes and strictly in accordance with this Agreement, all applicable laws and regulations, all applicable healthcare billing and reimbursement rules to the extent applicable to Merchant’s business, all Processor requirements, all card network rules, the NACHA Operating Rules, and all documentation or policies made available by Carepaya from time to time. Merchant shall not use the Services in connection with any illegal activity, deceptive practice, prohibited transaction category, sanctioned party, fraudulent or misleading billing practice, unauthorized recurring billing practice, prohibited healthcare practice, or any activity that Carepaya or the Processor reasonably determines presents unacceptable legal, compliance, reputational, operational, or financial risk.
5. Merchant is solely responsible for its business, including without limitation all goods and services offered by Merchant, all invoices, statements, payment requests, payment authorizations, recurring billing permissions, refund and cancellation practices, patient or customer communications, disclosures, fulfillment, regulatory compliance, tax compliance, privacy compliance, data accuracy, and the legality and enforceability of all charges submitted through the Services. Merchant is solely responsible for ensuring that all charges are valid, authorized, lawful, accurately described, and supported by appropriate documentation and business records. Merchant shall maintain complete and accurate books and records relating to all transactions processed through the Services for not less than seven (7) years, or such longer period as may be required by law, network rules, NACHA, the Processor, or Carepaya.
6. Merchant shall pay all fees, charges, assessments, pass-through costs, implementation fees, platform fees, monthly subscription fees, transaction fees, ACH fees, card processing fees, chargeback fees, return fees, network assessments, regulatory recovery charges, reserve requirements, negative balances, third-party costs, and any other amounts arising from or related to Merchant’s use of the Services, in each case as set forth in Merchant’s order, fee schedule, pricing schedule, onboarding materials, platform disclosures, Processor schedule, or otherwise communicated by Carepaya in writing or electronically. Unless expressly stated otherwise, all fees are earned when charged, are non-cancelable, and are non-refundable. Merchant authorizes Carepaya and/or the Processor to collect all amounts due by ACH debit, setoff, reserve deduction, deduction from settlement funds, invoicing, charge to Merchant’s designated account, or any other lawful means.
7. Merchant acknowledges that Carepaya may offer software subscription services, platform services, implementation services, or other recurring services separate from payment processing economics, and Merchant agrees that all such fees are independently due and payable regardless of payment volume unless otherwise expressly stated in an applicable order. Merchant acknowledges that access to certain features, integrations, payment pages, hosted invoices, support levels, reporting, reconciliation tools, or enterprise functionality may depend on Merchant’s selected plan, service level, or applicable commercial agreement.
8. Merchant hereby authorizes Carepaya, the Processor, and their designees to originate ACH credits and debits to any bank account designated by Merchant, and to make adjustments for chargebacks, returns, refunds, fees, reserves, fines, penalties, overpayments, duplicate settlements, rejected transactions, or any other sums due under this Agreement. Merchant shall execute and maintain any additional ACH authorization forms or processor-mandated authorizations requested by Carepaya. Merchant acknowledges that ACH transactions are subject to NACHA rules and applicable banking requirements and agrees not to contest or revoke any authorized debit properly initiated pursuant to this Agreement.
9. Merchant is solely responsible for all chargebacks, retrieval requests, disputes, returns, reversals, unauthorized transaction claims, cardholder complaints, patient complaints, ACH returns, ACH revocations, insufficient funds events, administrative returns, duplicate transactions, presentment issues, and any losses, liabilities, costs, or expenses arising therefrom. Carepaya and/or the Processor may recover such amounts from current or future settlements, reserves, Merchant bank accounts, or other amounts owed to Merchant, and may invoice Merchant directly for any deficiency. Merchant shall promptly provide all documentation, evidence, and cooperation requested by Carepaya or the Processor in connection with any dispute or investigation. Merchant acknowledges that Carepaya does not guarantee favorable outcomes in chargeback or dispute matters and may determine, in its discretion or at the Processor’s direction, whether or how to respond to any such matter.
10. Carepaya may establish, fund, modify, or maintain one or more reserves, delayed settlement arrangements, holdbacks, rolling reserves, minimum reserve balances, or similar risk controls in amounts determined by Carepaya or the Processor in their sole discretion. Merchant grants Carepaya and the Processor a first-priority security interest, to the maximum extent permitted by law, in all funds processed through the Services, all reserves, all settlement amounts, and all proceeds thereof to secure Merchant’s obligations under this Agreement. Merchant shall execute and deliver such further documents and instruments as Carepaya may reasonably request to evidence or perfect such security interest where applicable.
11. Settlement timing is estimated only and is not guaranteed. Carepaya shall not be liable for settlement delays, rejected transfers, funding interruptions, bank processing delays, processor outages, reserve holds, compliance reviews, network interruptions, fraud reviews, or any act or omission of any bank, processor, payment network, service provider, telecommunications provider, or other third party. Merchant acknowledges that transactions may be rejected, delayed, reversed, frozen, withheld, or subjected to review at any time.
12. To the extent the Services include hosted payment pages, public invoice links, integrations with Carecenta or other systems, reconciliation tools, invoice posting tools, reporting tools, or customer payment storage functionality, Merchant acknowledges that such features rely on data provided by Merchant and third parties and may be affected by connectivity issues, integration changes, user configuration, or third-party systems. Merchant remains solely responsible for reviewing all financial records, posted payments, reports, reconciliations, and accounting outputs before relying on them for operational, accounting, tax, legal, reimbursement, or compliance purposes.
13. Merchant shall implement and maintain commercially reasonable administrative, physical, and technical safeguards for all systems and data within Merchant’s control and shall comply with all applicable privacy, data security, and information security laws and obligations. Merchant shall not input, transmit, or store through the Services any data that Merchant is not legally permitted to process or disclose. To the extent Merchant uses the Services in a regulated healthcare context, Merchant is solely responsible for determining whether protected health information or other regulated data is involved and for ensuring that Merchant’s use of the Services complies with HIPAA, HITECH, state privacy laws, and all other applicable requirements. Unless expressly agreed otherwise in a separate executed writing, Carepaya is not undertaking regulated claims administration, reimbursement determination, clinical decision-making, or healthcare provider-of-record functions.
14. Merchant grants Carepaya a non-exclusive, worldwide, royalty-free right during the term to host, process, transmit, display, copy, and use Merchant data, transaction data, account information, and related information as reasonably necessary to provide the Services, perform onboarding, operate the platform, monitor risk, investigate fraud, comply with law, comply with Processor requirements, develop and improve the Services, and enforce this Agreement. Merchant acknowledges that Carepaya may share relevant information with the Processor, banking partners, service providers, professional advisors, regulators, law enforcement, and counterparties as reasonably necessary or appropriate for those purposes.
15. Merchant shall maintain all licenses, registrations, permits, consents, authorizations, notices, disclosures, terms, privacy policies, refund policies, cancellation policies, and customer authorizations required for Merchant’s business and for Merchant’s use of the Services. Merchant shall not submit any transaction unless Merchant has obtained all required customer or patient permissions, including any required recurring authorization, ACH authorization, or consent to store payment credentials. Merchant shall be solely responsible for all customer service, billing inquiries, payment disputes, refund requests, service complaints, and fulfillment matters relating to Merchant’s goods or services.
16. Merchant shall not, and shall not permit any third party to, copy, reproduce, modify, reverse engineer, decompile, disassemble, derive source code from, create derivative works of, or misuse the Services or any part thereof, except to the limited extent expressly permitted by applicable law notwithstanding this restriction. Carepaya and its licensors retain all right, title, and interest in and to the Services, software, interfaces, documentation, workflows, designs, analytics, and all related intellectual property rights. Except for the limited access rights expressly granted under this Agreement, no license or right is granted to Merchant by implication, estoppel, or otherwise.
17. Carepaya may monitor Merchant’s use of the Services for security, compliance, support, analytics, service improvement, billing verification, fraud detection, and risk management. Carepaya may suspend Merchant’s access to the Services, in whole or in part, immediately upon notice or without notice, if Carepaya reasonably believes that Merchant has breached this Agreement, violated applicable law or Processor rules, experienced a data security issue, engaged in suspicious conduct, failed to pay amounts due, or otherwise presents unacceptable risk. Carepaya shall have no liability for any suspension, delay, reserve, or restriction implemented pursuant to this Agreement or at the direction of the Processor or a banking partner.
18. The initial term of this Agreement shall commence on the Effective Date and continue until terminated in accordance with this Agreement or an applicable order. Unless otherwise specified in an order, either party may terminate this Agreement upon written notice; provided, however, that termination shall not affect any obligations accrued before the effective termination date, including without limitation payment obligations, reserve obligations, indemnification obligations, dispute liabilities, confidentiality obligations, and all obligations arising from transactions initiated before termination. Carepaya may terminate this Agreement immediately upon notice, or without notice where reasonably necessary, for cause, risk, legal, compliance, processor directive, or nonpayment.
19. Upon termination or expiration of this Agreement, Merchant’s access to the Services may be suspended or disabled, Carepaya may retain data and records as required by law, Processor requirements, or internal recordkeeping policies, and Carepaya and the Processor may continue to hold reserves, offset amounts, and process chargebacks, returns, reversals, and adjustments for so long as necessary to address actual or anticipated liabilities. Merchant acknowledges that certain read-only, archival, or data access services may be offered by Carepaya under separate pricing and terms, if applicable.
20. Each party shall protect the other party’s non-public confidential information using at least reasonable care and shall use such information solely as necessary to perform or receive the Services or exercise rights under this Agreement. The foregoing obligations shall not apply to information that is or becomes public without breach, was lawfully known without restriction, is lawfully received from a third party without restriction, or is independently developed without use of confidential information. Carepaya may disclose Merchant confidential information where required by law, regulation, subpoena, court order, processor requirement, network rule, banking partner requirement, or governmental request.
21. Merchant represents, warrants, and covenants that Merchant is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; that Merchant has full power and authority to enter into and perform this Agreement; that Merchant’s execution and performance of this Agreement will not violate any other agreement or legal obligation binding upon Merchant; that Merchant’s business activities, goods, and services are lawful; that Merchant will comply with all applicable laws, rules, and regulations; that Merchant will not submit unauthorized or fraudulent transactions; and that Merchant will maintain all required rights, permissions, and consents with respect to any data, content, or customer information provided to Carepaya or processed through the Services.
22. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAREPAYA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CAREPAYA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, TIMELY, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY TRANSACTION WILL BE APPROVED, SETTLED, FUNDED, OR SUCCESSFULLY RECONCILED.
23. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CAREPAYA OR ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, PROCESSORS, BANKING PARTNERS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, COST OF COVER, BUSINESS INTERRUPTION, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF CAREPAYA ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF PLATFORM FEES ACTUALLY PAID BY MERCHANT TO CAREPAYA UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL NOT LIMIT MERCHANT’S PAYMENT OBLIGATIONS OR MERCHANT’S LIABILITY FOR CHARGEBACKS, RETURNS, FRAUD, INDEMNIFICATION, OR BREACH OF APPLICABLE LAW.
24. Merchant shall defend, indemnify, and hold harmless Carepaya and its affiliates, members, managers, officers, directors, employees, contractors, Processors, banking partners, licensors, and service providers from and against any and all third-party claims, actions, suits, investigations, liabilities, damages, losses, fines, penalties, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to Merchant’s business, Merchant’s goods or services, Merchant’s use of the Services, Merchant’s transactions, Merchant’s data, any chargeback, return, ACH dispute, consumer complaint, regulatory inquiry, data incident within Merchant’s control, breach of this Agreement, violation of law, or infringement or misappropriation by Merchant of any rights of any third party.
25. Merchant acknowledges and agrees that Carepaya may amend this Agreement from time to time by posting an updated version on its website, through the platform, or by otherwise notifying Merchant electronically. Unless otherwise stated, any such amendment shall become effective upon posting or notice. Merchant’s continued use of the Services after the effective date of any amendment constitutes Merchant’s acceptance of the amended Agreement. If Merchant does not agree to an amendment, Merchant must cease use of the Services and terminate this Agreement in accordance with its terms.
26. Merchant may not assign, delegate, transfer, or subcontract this Agreement or any rights or obligations hereunder without Carepaya’s prior written consent. Any purported assignment in violation of the foregoing shall be void. Carepaya may assign this Agreement, in whole or in part, without Merchant’s consent to an affiliate, successor, purchaser of assets, financing counterparty, or in connection with a merger, reorganization, sale, or similar transaction.
27. This Agreement, together with any order, fee schedule, statement of work, onboarding materials, incorporated policies, processor terms, and any other documents expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, proposals, statements, representations, and agreements, whether oral or written, relating thereto. In the event of a conflict, the order or fee schedule may control solely with respect to pricing or service-specific commercial terms, and this Agreement shall control in all other respects unless the conflicting document expressly states otherwise.
28. No failure or delay by Carepaya in exercising any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof. No waiver shall be effective unless in writing and signed by an authorized representative of Carepaya. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be enforced to the maximum extent permitted by law so as to reflect the parties’ original intent as nearly as possible.
29. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Delaware, and each party irrevocably submits to the jurisdiction and venue of such courts and waives any objection based on inconvenient forum or similar doctrine.
30. Merchant agrees that electronic signatures, click-through acceptance, digital acknowledgments, platform consents, onboarding submissions, electronic records, and electronic notices shall be valid and enforceable to the fullest extent permitted by law and shall have the same force and effect as original signatures and paper records. Merchant agrees that Carepaya may provide notices, disclosures, amendments, invoices, statements, and other communications electronically, including through the platform, by email, or by posting them to Merchant’s account or to a publicly available webpage designated by Carepaya.
31. Merchant further acknowledges that Merchant’s access to and use of payment processing functionality may be subject to additional third-party terms, including without limitation the terms, rules, and policies of Finix Payments, Inc., its sponsor banks, card networks, NACHA, and other applicable payment rails and counterparties, as amended from time to time, and Merchant agrees to comply with all such applicable terms and requirements. To the extent required by Carepaya or the Processor, Merchant shall execute or electronically accept such additional documents and consents as may be necessary to evidence Merchant’s agreement to such third-party requirements.
32. If Merchant is using the Services in connection with the Carecenta platform or any affiliated healthcare software environment, Merchant acknowledges that certain workflow, invoice, schedule, visit, billing, and reporting functionality may depend on underlying data entered or maintained by Merchant or its users, and Merchant remains solely responsible for the accuracy, completeness, legality, and appropriateness of such data and for all downstream business actions taken in reliance upon such data. Carepaya shall not be responsible for errors in Merchant-entered data, erroneous invoice generation, claims-related errors, reimbursement issues, patient eligibility issues, or healthcare operational decisions.
33. Merchant’s obligations under this Agreement that by their nature should survive termination or expiration shall survive, including without limitation obligations relating to fees, chargebacks, returns, reserves, indemnification, confidentiality, audit rights, limitations of liability, dispute cooperation, data retention, governing law, and payment authorizations.
34. By accepting this Agreement, Merchant confirms that Merchant has read, understood, and agrees to be bound by this Agreement, and that the individual accepting this Agreement on behalf of Merchant has full legal authority to bind Merchant to its terms.