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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 <br />terminate. <br />4. lnvoice Disputes. lf Client believes any delivered item does not conform to the warranties in this Agreement, <br />Client will provide Rapid with written notice wlthin thirty (30) days of Client's receipt of the ipplicable <br />invoice. The written notice must contain reasonable.detallof the issues Client contends are in dispute so <br />that Rapid can confirm the issue and respond to Client's notice with either a justification of the invoice, an <br />adjustment to the invoice, or a proposaladdressing the issues presented in Cllent's notice. Rapid will work <br />with Client as may be'necessary to develop an action plan that outllnqs reasonable steps to be taken by each <br />of Tyler to resolve any issues presented in Clientfs notice. Client may withhold payment of the amount(s) <br />actually in dispute, and only those amounts, until Rapid completes the action items outlined in the plan. lf <br />Rapid is unable to compiete the actlon items outlined in the action plan because of Client's failure to <br />complete the items agreed to be done by you, then Client will remit full payment of the invoice. Rapid <br />reserves the right to suspend delivery of all SaaS Serviceq including malntenance and support services, if <br />Client fails to pay an invoice not dasputed as described above within fifteen (15) days of notice of .Rapid,s <br />intent to do so. <br />5. Funding Model. Client will indicate below which of the following two funding models.it will use and comBlete <br />the applicable documents for each. <br />a, lf Client selects the funding model.whereby Client pushes payment to Rapid prior to Card loading, <br />then, Client acknowledges and agrees that card accounts are credited in real-time, and Rapid <br />operates on a good funds model and that funds must be avail'able and on deposit at Rapid's financial <br />institution before card account can be credited. <br />b. lf Client selects the fundlng'model whereby Rapid debits the payments from the Client's account, <br />then Client agrees to the following: <br />i. Client shall identify and hereby authorizes Rapid to conduct an'Automated Clearing House (ACH) <br />debit from and/or ACH credit to the bank account at, the depository financial instltution <br />identified by Client (the "Designated Account") on a daily basis; or as needed for the prior 24- <br />hour cycle of deblts and credits to card accounts. <br />ii. Client agrees to maintain the Deslgnated Account. Client hereby authorizes Rapid to withdraw funds <br />from the Designated Account without signature or notice to initiate alloffsets, deductions, and other <br />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 documgnts that may be required for <br />Rapid to enforce its rights under this Agreement. Client is solely responslble for all fees assoclated <br />with maintaining the Designated Account. Rapid shall notify Client if at any time there.are insufficient <br />funds in the Designatdd Account to cover any amount that is due and owing to Rqpid. Client shall <br />promptly pay such amount to Rapid. <br />ill. Thls authorlzation is to remain in full force and effect until Rapid has recelved written notification <br />from Client of its termination in such time and in such manner as io affbrd Rapid and the. depository <br />financial institution named below a reasonable opporttrnity to act on it. Client shall give Rapid no less <br />than three (3) bankine business days' notice if the Designated Account is to be changed so as to allow <br />sufficient time for Rapid to make the necessary system modlflcations. <br />iv. ilierlt acknowledges and agrees that (al card accounts are credited in real-time; (b) Rapid operates <br />on a good funds model, and (c) funds must be avallable and on deposit at Rapid's financial institution <br />before card account can be credited. <br />Fundlng model selection (check one!: <br />il Processor debits the payments from the Client's account. <br />KClient pushes payment to Processor prior to Card loading. <br />Client Tax lD Number: <br />RAPID Agreement <br />?/-6&/3fi <br />page L2 of t3