Payment, Billing & Refund Terms

Effective Date: August 13, 2026
Version: 1.0
Operator: ARYX LLC (aryx.pro). The contracting party named on an Order Form controls for that transaction.

1. Introduction and Incorporation

1.1 These Payment, Billing & Refund Terms (the "Payment Terms") govern the fees, billing, and refund arrangements between ARYX LLC ("ARYX", "we", "us") and the customer entity that subscribes to the ARYX platform (the "Customer" or "Tenant"). ARYX operates a multi-tenant B2B software platform for health-plan enrollment, administration, and billing, including the EnrollFlow, ARYX CRM, ARYX Accounts, AdvisorIQ, and support/ticketing applications (collectively, the "Services").

1.2 These Payment Terms are incorporated by reference into, and form part of, the Master Subscription Agreement between the parties (see /legal/terms, the "MSA"). Capitalized terms not defined here have the meanings given in the MSA. In the event of a conflict between these Payment Terms and the MSA regarding fees, billing, or refunds, these Payment Terms control unless the MSA expressly states otherwise.

1.3 These Payment Terms address the fees Customer pays to ARYX for the Services. They are distinct from the payment activity that Customer's own enrollees and members generate through EnrollFlow, which is governed by the payment-processing and merchant-of-record allocations described in /legal/funds-flow. Section 6 explains this distinction.

2. Definitions

• "Authorize.Net" or "Processor" means the third-party payment processor (Authorize.Net, a Visa solution) used to charge Customer's stored payment method and to process member/enrollee payment activity.
• "CIM" means Authorize.Net's Customer Information Manager, the tokenized vault in which a stored payment profile (a "Payment Method") is retained for recurring billing. ARYX does not store the primary account number ("PAN") or card verification value ("CVV").
• "Accept.js" means Authorize.Net's in-browser tokenization library, which converts card details into a one-time opaqueData token so that PAN and CVV never reach ARYX servers, databases, or logs (a PCI-DSS SAQ-A posture).
• "Subscription" means the ARYX plan, bundle, or seat entitlement to which Customer subscribes.
• "Billing Cycle" means the recurring interval (monthly or annual, as selected at checkout) over which Subscription Fees accrue and are charged.
• "Subprocessor" means a third party engaged by ARYX to support the Services (including Supabase, Vercel, Resend, GoTo, and Authorize.Net), as further described in /legal/funds-flow and the applicable privacy documentation.
• "Member Data" and "PHI" have the meanings given in the MSA and the applicable Business Associate Agreement.

3. Fees, Bundles, and Trials

3.1 Subscription Fees. Customer agrees to pay the recurring subscription fees, per-seat charges, usage-based charges, and one-time fees set out in the applicable order form, online checkout, or bundle selection made through ARYX Accounts (the "Subscription Fees"). Except as expressly stated, all Subscription Fees are quoted and payable in U.S. Dollars (USD).

3.2 Bundle Pricing. ARYX may offer bundled entitlements combining multiple applications (for example, EnrollFlow together with ARYX CRM) at a bundle price. A bundle is billed as a single line item on the Billing Cycle; ARYX is not obligated to unbundle, prorate individual components, or credit unused components within a bundle except as required by Section 8 (Refunds) or applicable law.

3.3 Card-Required Trials. Where ARYX offers a free or reduced-price trial, Customer must provide a valid Payment Method at sign-up. The Payment Method is tokenized via Accept.js and stored in CIM. A verification authorization (nominal amount) may be placed on the Payment Method at sign-up; this is an authorization only and is not a capture or settlement. Unless Customer cancels before the trial period ends, the trial will automatically convert to a paid Subscription and ARYX will charge the then-current Subscription Fee to the stored Payment Method. The default trial length is 14 days unless otherwise stated at checkout.

4. Billing, Authorization to Charge, and Auto-Renewal

4.1 Authorization to Charge. By providing a Payment Method and subscribing, Customer authorizes ARYX, through the Processor and the CIM-stored Payment Method, to charge all Subscription Fees, applicable Taxes (Section 7), and any other amounts due under these Payment Terms on a recurring basis for each Billing Cycle. This authorization remains in effect until the Subscription is terminated and all amounts owed are paid in full.

4.2 Recurring Charge Engine. ARYX bills recurring Subscription Fees using a schedule-driven charge engine (a scheduled/cron process) operating against the CIM-stored Payment Method. ARYX does not rely on the Processor's gateway-native recurring-billing product (ARB); scheduling, retries, and amounts are orchestrated by ARYX software. Charges are initiated on or after the Billing Cycle anniversary date.

4.3 Auto-Renewal and Auto-Conversion. Subscriptions and trials renew or convert automatically for successive Billing Cycles at the then-current rate unless Customer cancels in accordance with the MSA and Section 9 before the renewal or conversion date. Customer may manage renewal and the stored Payment Method through ARYX Accounts (app.aryx.pro).

4.4 Financial-State Accuracy. A charge progresses through distinct states — Scheduled → Submitted → Authorized → Captured → Settled — and ARYX will not represent a charge as "settled," "completed," or "paid" merely because the Processor API returned an HTTP 200 response. Posting and settlement timing are controlled by the Processor, card networks, and financial institutions and are outside ARYX's control. Operational treatment of these states is described in ARYX's billing integrity specifications and ARYX's recurring billing standards.

4.5 Invoices and Records. ARYX makes billing records, transaction identifiers, and receipts available through ARYX Accounts. Transactional billing notifications may be delivered via email (through the Resend Subprocessor). The Processor transaction ID is the authoritative record of a submitted charge.

5. Failed Payments, Dunning, Retries, and Suspension

5.1 Failed Payments. If a scheduled charge is declined, returned, or otherwise fails, ARYX may re-attempt the charge on a retry schedule and may notify Customer to update the Payment Method. Suggested defaults, subject to counsel/finance approval: retry attempts at 0, 3, 7, and 14 days after the initial failure.

5.2 Dunning. During the dunning period, ARYX may send automated reminders (via Resend email and, where enabled, GoTo SMS/voice) requesting that Customer cure the failed payment. Continued access to the Services during dunning does not waive amounts owed.

5.3 Suspension for Non-Payment. If Subscription Fees remain unpaid after the dunning period, ARYX may suspend or limit Customer's and its Authorized Users' access to the Services following 10 days' prior notice. Suspension does not by itself delete Member Data or PHI; data retention and export following suspension or termination are governed by the MSA and the applicable Business Associate Agreement. ARYX will use commercially reasonable efforts to preserve the integrity of enrollment and member records during suspension consistent with its HIPAA obligations.

5.4 Reinstatement. ARYX may condition reinstatement on payment of all outstanding amounts and may charge a reasonable reinstatement fee where permitted by law and disclosed in advance.

6. Relationship to Member/Enrollee Payment Activity

6.1 Two distinct money flows. These Payment Terms govern only the fees Customer owes ARYX for the Services. Separately, EnrollFlow initiates and schedules member/enrollee payment activity (for example, plan premiums) on Customer's behalf.

6.2 ARYX is not the payer relationship for member funds. For member/enrollee payment activity, the Tenant holds and controls the Authorize.Net merchant account, and funds settle Processor → Tenant; such funds do not flow through ARYX. ARYX is not a bank, card network, payment processor, money transmitter, or merchant of record with respect to member funds; ARYX provides software and workflow orchestration only. The full allocation of these roles and liabilities is set out in /legal/funds-flow, which is incorporated by reference.

6.3 Nothing in this Section relieves Customer of its obligation to pay Subscription Fees to ARYX under Sections 3 and 4.

7. Taxes

7.1 Subscription Fees are exclusive of all applicable sales, use, value-added, GST, excise, and similar transaction taxes ("Taxes"). Customer is responsible for all Taxes associated with its purchase of the Services, excluding taxes based on ARYX's net income.

7.2 If ARYX is required to collect Taxes, they will be added to the charge. If Customer is exempt, Customer must provide a valid exemption certificate before the applicable Billing Cycle; exemptions are not applied retroactively.

8. Refunds

8.1 Discretionary and Policy-Based. Except where a refund is required by applicable law or expressly provided in an order form, refunds of Subscription Fees are discretionary and governed by ARYX's then-current refund policy. Subscription Fees are otherwise non-refundable, and partial Billing Cycles are not prorated upon cancellation unless a written order form or applicable law states otherwise.

8.2 Refund Financial States — No Guaranteed Posting Date. Where ARYX approves and initiates a refund, Customer acknowledges and agrees to the following, which are material terms:

(a) A refund progresses through distinct states: Refund Requested → Refund Authorized → Submitted to Processor → Processor Accepted → Network Processing → Issuer Processing → Posted/Settled. These states are not interchangeable.

(b) A refund shown in ARYX systems as "Submitted" means only that the refund instruction has been transmitted to the Processor. It does not mean the funds have posted or settled to any card, account, or statement.

(c) Final posting and settlement timing are controlled by the Processor, the card networks, and the issuing/receiving financial institution — not by ARYX. ARYX does not guarantee, and cannot commit to, any specific date on which a refund will post or settle. Typical issuer posting windows are commonly 5–10 business days but are estimates only and are outside ARYX's control.

(d) The Processor transaction ID associated with a submitted refund is the authoritative record that ARYX transmitted the refund instruction. ARYX's obligation with respect to a refund is satisfied upon successful submission of the refund instruction to the Processor and provision of the corresponding transaction ID; ARYX is not responsible for delays, holds, or reversals introduced by the Processor, networks, or financial institutions after submission.

(e) ARYX will not represent a refund as "completed," "settled," or "posted" solely because a Processor API call returned an HTTP 200 response.

8.3 Operational Detail. The mechanics of refund initiation, reversal handling, reconciliation, and settlement evidence are described in ARYX's billing integrity specifications, ARYX's refund and settlement standards (see also /legal/billing), ARYX's recurring billing standards, and ARYX's customer support standards. In the event of a conflict regarding customer-facing refund entitlements, this Section 8 controls.

8.4 Member/Enrollee Refunds. Refunds of member/enrollee premium payments (processed against the Tenant's own merchant account) are the Tenant's responsibility and are governed by /legal/funds-flow, not by this Section 8.

9. Cancellation

9.1 Customer may cancel a Subscription or trial through ARYX Accounts or as otherwise provided in the MSA. To avoid the next charge or a trial-to-paid conversion, cancellation must be completed before the applicable renewal or conversion date. Cancellation takes effect at the end of the then-current Billing Cycle unless otherwise required by law; access continues until then. Cancellation does not entitle Customer to a refund except as provided in Section 8 or by applicable law.

10. Chargebacks and Disputes

10.1 Customer Responsibility. Customer is responsible for chargebacks, disputes, and reversals initiated against ARYX with respect to Subscription Fees. If Customer initiates a chargeback for a charge that was validly authorized under these Payment Terms, ARYX may (a) submit evidence of the authorization and transaction records to contest it, (b) charge back the disputed amount plus any Processor dispute fees, and (c) suspend the Services pending resolution.

10.2 Good-Faith Resolution. Customer agrees to contact ARYX at hello@aryx.pro to resolve billing questions before initiating a chargeback. Handling of billing disputes is described operationally in ARYX's customer support standards.

11. Price Changes

11.1 ARYX may change Subscription Fees, bundle pricing, or the structure of fees. For changes that increase recurring Subscription Fees, ARYX will provide at least 30 days' prior notice before the change takes effect at the next renewal. Continued use of the Services after the effective date, or failure to cancel before the next renewal, constitutes acceptance of the changed fees. Notice may be provided by email (via Resend) or through ARYX Accounts.

12. Data Security and Tenancy Context

12.1 The Services enforce multi-tenant isolation in Postgres via Row-Level Security (RLS), org-scoped, on Supabase, with hosting on Vercel. Payment credentials are tokenized in-browser via Accept.js and stored only as CIM profiles; ARYX does not store PAN or CVV. This Section is descriptive context and does not expand ARYX's warranties beyond those in the MSA and the applicable security and privacy documentation.

13. General

13.1 Order of Precedence. These Payment Terms supplement the MSA. A signed order form governs over these Payment Terms only where it expressly references and amends them.

13.2 Governing Law; Venue. These Payment Terms are governed by the laws of the United States, with venue in the courts designated on the applicable Order Form, consistent with the MSA.

13.3 Notices. Billing and legal notices to ARYX must be sent to the notice address designated on the applicable Order Form and/or hello@aryx.pro as applicable.

13.4 Contact. Billing questions: hello@aryx.pro. Privacy: legal@aryx.pro. Security: legal@aryx.pro.

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