Dispursements Agreement For Card Issuance

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' prohibited from disclosing such information by obligation to Rapid; (c) is known by Client prior to its receipt from Rapid wlthout any obligation of confidentiality with respect thereto; or (d) is.developed by Client independently of any disclosures made by Rapid. 7. "lntell'ectual Property" means, collectively computer programs, software, systems, related documentation, technology, services, know-how, and processgs, developed by Rapid and its Affiliates. 8. "lssuers" and "sponsor Bank" means the FDlc insured bank that is a member of the Associations and ihat gives*or issues-credit and debit cards to cardholders or accquht holders. 9. "Order Form" means a document listing the pricing and product description associated with this. 10. "Disbursements SoJtware" 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. B. 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 iqsuers, sponsor banks, and other third-party providers. Rapid wlll provide the Disbursements Software more fully described in the Order Form. 2. lf any change in the processing services or the system are required by applicable lavvs, rules, regulations, or other operating rules of the applicable payment networks, lssuers or other relevant financial institution, Rapid will promptly notify Client of such modifications or changes and make modifications or changes, as nbcessary to, (i) the system and/or (ii) the manner and methods used to provide the processing services hereqnder, as soon as practicable after Rapid has been notified of such required changes by the payment network, lssuer or financial institution or learns of an applicable law, rule or regulatory change. Any such modification or change so required shall be made wlthout the need for Client approval and at Rapid's sole expense. Rapid shall use lts reasonable efforts to give Client timely notice of all materia'l 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 rutes of the payment networks, lssuer or other relevant financial instltution. 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. Rapld shall have the right to prevent anyone who may, ln 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 io monitor card activity on any system and to shut down and/or suspend processing services in the eyent that it determines, in its reasonable discrbtion, that there is illegal, unusual, or suspect activity occurring in relation thereto. Rapld shall have no liability to Client for any adverse financial or other conseguences 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 ls 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 wlll provide Rapid with the payment information, and account details or mailing address for the recipienti. Clieht is responsible to kdep such information and insiluctions 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 responslbility for the payment amount that is provided to fully reimburse Rapid for all payments that Tyler disbursei 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. TICENSE GRANTAND OBTIGATIONS RAPID Agreement page 2 of 13