Disbursement Agreement - Approval by DM

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prohibited from disclosing such information by obligation to Rapid; (c) is known by Client prior to its receipt from Rapid without any obligation of confidentiality with respect thereto; or (d) is developed by Client independently of any disclosures made by Rapid. 7. "Intellectual Property" means, collectively computer programs, software, systems, related documentation, technology, services, know-how, and processes, developed by Rapid and its Affiliates. 8. "Issuers" and "Sponsor Bank" means the FDIC insured bank that is a member of the Associations and that gives-or issues-credit and debit cards to cardholders or account holders. 9. "Order Form" means a document listing the pricing and product description associated with this. 10. "Disbursements Software" means Rapid's proprietary software, APls, processes, user interfaces, know- how, techniques, designs, ideas, concepts, and other tangible or intangible technical material or information provided to Client through remote electronic access. 8. RAPID SCOPE OF SERVICES 1. The Disbursements Software provides card issuance and digital disbursements on a single platform through the use of its Affiliates and third-party issuers, sponsor banks, and other third-party providers. Rapid will provide the Disbursements Software more fully described in the Order Form. 2. If any change in the processing services or the system are required by applicable laws, rules, regulations, or other operating rules of the applicable payment networks, Issuers or other relevant financial institution, Rapid will promptly notify Client of such modifications or changes and make modifications or changes, as necessary to, (i) the system and/or (ii) the manner and methods used to provide the processing services hereunder, as soon as practicable after Rapid has been notified of such required changes by the payment network, Issuer or financial institution or learns of an applicable law, rule or regulatory change. Any such modification or change so required shall be made without the need for Client approval and at Rapid's sole expense. Rapid shall use its reasonable efforts to give Client timely notice of all material changes to the program or system which are being made to comply with any known changes in federal or state laws, rules or regulations or the operating rules of the payment networks, Issuer or other relevant financial institution. 3. Client acknowledges and agrees that the system shall not be used to make or facilitate any transaction that is fraudulent or illegal in any applicable jurisdiction. Rapid shall have the right to prevent anyone who may, in Rapid's sole determination, violate any federal or state law, rule or regulation, or violate any operating rules from accessing the system. Rapid reserves the right to monitor card activity on any system and to shut down and/or suspend processing services in the event that it determines, in its reasonable discretion, that there is illegal, unusual, or suspect activity occurring in relation thereto. Rapid shall have no liability to Client for any adverse financial or other consequences that may result from any action taken pursuant to this section. 4. Client agrees that the Rapid does not control the inputs affecting the amount that is to be paid to the recipients. Client agrees to take full responsibility for the payment amount that is provided to Rapid and shall regularly audit its own bank accounts. 5. Rapid is entitled to rely on the information and instructions provided by Client. Client will provide Rapid with the payment information, and account details or mailing address for the recipients. Client is responsible to keep such information and instructions current and accurate. Client agrees that such information and instructions constitute the Client's authorization and instruction to Rapid to authorize such transfers. Once Client has provided its authorization for a payment, Client may not be able cancel the payment and Client agrees to take full responsibility for the payment amount that is provided to fully reimburse Rapid for all payments that Tyler disburses pursuant to this section, plus fees due to Tyler for such disbursements. Client understands and agrees to pay and fully reimburse Rapid for all such amounts, regardless of whether Client's information or instructions contained an error. C. LICENSE GRANT AND OBLIGATIONS RAPID Agreement page 2 of 13