Dispursements Agreement For Card Issuance

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iv. Rapid will communicate with the Sponsor Bank and or lssuer on the Client's behalf for the purpose of providing the Sponsor Bank and/or lssuer vtith the details of the disbursement of.payments to the specified recipients in accordance with the instructions provided by Client. v. The parties acknowledge that neither Rapid, nor lts Affiliates are a bank and they are not providing any banking services hereunder. No provision of this Agreernent should be read or interpreted to authorize or require Rapid to perform any action that would cause Rapid or its Affillates to be subject to, or in vlolation of, any fuderal, state or local law or regulatlon applicable to banks or other flnancial institutions or financial service providers. vi. Client is solely responsible for (i) using frequently updated, industry standard vlrus and malware protection software to prevent the introduction of viruses and other ma.lware into the services from Clienf s network or hardware; and {ii} identifylng and preventing any unauthorized access to, use of, or disclosure ofthe services or any content on the services by advising Rapid promptly, but in no event more than two business days after Client learns of such access, use or disclosure. ln additlon, Cllent agrees to access, and require users of the Rapid solutions to access. the services in a secure manner in compliance with Rapid,s reasonable standards established from time to time. 3. Restrictions. Client acknowledges and agrees that the Disbursements Software 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 Rapld's sole determination, violate, or be suspected of violatingi any federal or state law, rule or regulation, or violate any operating rules from accessing the Disbursements Software. Rapid reserves the right to monitor card activity on any system and to shut down andlor 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 D. THIRD.PARWPROVIDERS Rapid, in lts sole discretion, may contract with altqrnate lssuers, or other third-party providers to provide services under this Agreement. ln such event, Client shall reasonably cooperate with Rapid, or lts Affiliates, including by executing new third-party agreements; provided, however, that if the terms and conditions of the hew third-party agreements are substantially different than thls Agreement, then Client shall have the right to terminbte thisAgreement. :E. TIMITATION OF LIABITITVAND DISCI.AIMER OF IMPTIED WARRANTIES t. Limitation of Uability. RAPID AND ITS AFFILIATES' LIABILITY TO CLIENT FOR DAMAGES ARIS|NG OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO THE TOTAL FEES PA}D TO RAPID UNDER THIS AGREEMENT (NET OF ASSOCIATION .INTERCHANGE FEES, ASSESSMENTS AND FINES, BANKING FEE' OR MERCHANT FEES) FOR THE SIX MONTHS PRIOR TO THE TIME THE LIABILITY AROSE. WHILE BOTH PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR SERVICES TO WH]CH THE UNIFORM COMMERCIAL CODE DOES NOT APPLY, IN NO EVENT SHALL RAPID, OR FS AFFILIATES BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, INCI-UDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, OR LOSS OF BUSINESS INCOME OR LOSS OF DATA ARISING OUT OF THIS AGREEMENT, IRRESPESIIVE OF WHETHER THE PARTIES HAVE ADVANCE NOTICE OF THE POSSIBILIW OF 5UCH DAMAGE. 2. Disclaimer of lmplled Warranties. EXCEPT FOR THE EXPRESS WARRANTIES PROVTDED tN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAPID AND ITS RAPID Agreement page 4 of 1.3