Disbursement Agreement - Approval by DM

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Client does cure such failure to pay within forty-five (45) days of receiving written notice of Rapid's intent to terminate. 4. Invoice Disputes. If Client believes any delivered item does not conform to the warranties in this Agreement, Client will provide Rapid with written notice within thirty (30) days of Client's receipt of the applicable invoice. The written notice must contain reasonable detail of the issues Client contends are in dispute so that Rapid can confirm the issue and respond to Client's notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in Client's notice. Rapid will work with Client as may be ·necessary to develop an action plan that outlines reasonable steps to be taken by each of Tyler to resolve any issues presented in Client's notice. Client may withhold payment of the amount(s) actually in dispute, and only those amounts, until Rapid completes the action items outlined in the plan. If Rapid is unable to complete the action items outlined in the action plan because of Client's failure to complete the items agreed to be done by you, then Client will remit full payment of the invoice. Rapid reserves the right to suspend delivery of all Saas Services, including maintenance and support services, if Client fails to pay an invoice not disputed as described above within fifteen (15) days of notice of Rapid's intent to do so. 5. Funding Model. Client will indicate below which of the following two funding models it will use and complete the applicable documents for each. a. If Client selects the funding model whereby Client pushes payment to Rapid prior to Card loading, then, Client acknowledges and agrees that card accounts are credited in real-time, and Rapid operates on a good funds model and that funds must be available and on deposit at Ra pi d's financial institution before card account can be credited. b. If Client selects the funding model whereby Rapid debits the payments from the Client's account, then Client agrees to the following: i. Client shall identify and hereby authorizes Rapid to conduct an Automated Clearing House (ACH) debit from and/or ACH credit to the bank account at the depository financial institution identified by Client (the "Designated Account") on a daily basis, or as needed for the prior 24- hour cycle of debits and credits to card accounts. ii. Client agrees to maintain the Designated Account. Client hereby authorizes Rapid to withdraw funds from the Designated Account without signature or notice to initiate all offsets, deductions, and other transactions due Rapid as provided for in this Agreement or from the services provided pursuant to this Agreement. Client further agrees to execute any additional documents that may be required for Rapid to enforce its rights under this Agreement. Client is solely responsible for all fees associated with maintaining the Designated Account. Rapid shall notify Client if at any time there are insufficient funds in the Designated Account to cover any amount that is due and owing to Rapid. Client shall promptly pay such amount to Rapid. iii. This authorization is to remain in full force and effect until Rapid has received written notification from Client of its termination in such time and in such manner as to afford Rapid and the depository financial institution named below a reasonable opportunity to act on it. Client shall give Rapid no less than three (3) banking business days' notice if the Designated Account is to be changed so as to allow sufficient time for Rapid to make the necessary system modifications. iv. Client acknowledges and agrees that (a) card accounts are credited in real-time; (b) Rapid operates on a good funds model, and (c) funds must be available and on deposit at Rapid's financial institution before card account can be credited. Funding model selection (check one): D Processor debits the payments from the Client's account. ~Client pushes payment to Processor prior to Card loading. Client Tax ID Number: __ 9._'l_-_~_C.0 __ 1_3_'/'_9 __ RAPID Agreement page 12 of 13