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iv. Rapid will communicate with the Sponsor Bank and or Issuer on the Client's behalf for the
<br />purpose of providing the Sponsor Bank and/or Issuer with the details of the disbursement
<br />of payments to the specified recipients in accordance with the instructions provided by
<br />Client.
<br />v. The parties acknowledge that neither Rapid, nor its Affiliates are a bank and they are not
<br />providing any banking services hereunder. No provision of this Agreement should be read
<br />or interpreted to authorize or require Rapid to perform any action that would cause Rapid
<br />or its Affiliates to be subject to, or in violation of, any federal, state or local law or
<br />regulation applicable to banks or other financial institutions or financial service providers.
<br />vi. Client is solely responsible for (i) using frequently updated, industry standard virus and
<br />malware protection software to prevent the introduction of viruses and other malware into
<br />the services from Client's network or hardware; and (ii) identifying and preventing any
<br />unauthorized access to, use of, or disclosure of the services or any content on the services
<br />by advising Rapid promptly, but in no event more than two business days after Client learns
<br />of such access, use or disclosure. In addition, Client agrees to access, and require users of
<br />the Rapid solutions to access, the services in a secure manner in compliance with Rapid's
<br />reasonable standards established from time to time.
<br />3. Restrictions. Client acknowledges and agrees that the Disbursements Software shall not be used to
<br />make or facilitate any transaction that is fraudulent or illegal in any applicable jurisdiction. Rapid
<br />shall have the right to prevent anyone who may, in Rapid's sole determination, violate, or be
<br />suspected of violating, any federal or state law, rule or regulation, or violate any operating rules from
<br />accessing the Disbursements Software. Rapid reserves the right to monitor card activity on any
<br />system and to shut down and/or suspend processing services in the event that it determines, in its
<br />reasonable discretion, that there is illegal, unusual, or suspect activity occurring in relation thereto.
<br />Rapid shall have no liability to Client for any adverse financial or other consequences that may result
<br />from any action taken pursuant to this section.
<br />D. THIRD-PARTY PROVIDERS
<br />Rapid, in its sole discretion, may contract with alternate Issuers, or other third-party providers to provide services
<br />under this Agreement. In such event, Client shall reasonably cooperate with Rapid, or its Affiliates, including by
<br />executing new third-party agreements; provided, however, that if the terms and conditions of the new third-party
<br />agreements are substantially different than this Agreement, then Client shall have the right to terminate this
<br />Agreement.
<br />E. LIMITATION OF LIABILITY AND DISCLAIMER OF IMPLIED WARRANTIES
<br />1. Limitation of Liability. RAPID AND ITS AFFILIATES' LIABILITY TO CLIENT FOR DAMAGES ARISING OUT OF
<br />OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT,
<br />INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO THE TOTAL FEES PAID TO RAPID
<br />UNDER THIS AGREEMENT (NET OF ASSOCIATION INTERCHANGE FEES, ASSESSMENTS AND FINES,
<br />BANKING FEES, OR MERCHANT FEES) FOR THE SIX MONTHS PRIOR TO THE TIME THE LIABILITY AROSE.
<br />WHILE BOTH PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR SERVICES TO WHICH THE
<br />UNIFORM COMMERCIAL CODE DOES NOT APPLY, IN NO EVENT SHALL RAPID, OR ITS AFFILIATES BE LIABLE
<br />FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT
<br />LIMITATION, LOST REVENUES OR PROFITS, OR LOSS OF BUSINESS INCOME OR LOSS OF DATA ARISING
<br />OUT OF THIS AGREEMENT, IRRESPECTIVE OF WHETHER THE PARTIES HAVE ADVANCE NOTICE OF THE
<br />POSSIBILITY OF SUCH DAMAGE.
<br />2. Disclaimer of Implied Warranties. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS
<br />AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAPID AND ITS
<br />RAPID Agreement page 4 of 13
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