Dispursements Agreement For Card Issuance

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5. Blnding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either Client's or Rapid's successor(s) or permltted assign(s). Nelther party may assign this Agreement without the prlor written consent of the other party; provided, however, Client,s consent is not required for an assignment by Rapid as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of Rapid's assets. 6' Notices. Except as otherwise expressly specified herein, all notices, reguests, or other comrnunications to Rapld shall be in writlng and shall be deemed to have been glven if mailed, by certified or registered mail, postage prepaid, return receipt requested, to the addresses below, Notices to Client shall be deemed given when mailed or emailed to the Client at their respective address or email address set forth on the order Form. Notices, requests; or communications to Client shall be deemed effective upon personal delivery or three (3) days following deposit in the mail. Notwithstanding the foregoing, notice shall be deemed delivered when provided in connection with billing or invoicing, Notices to Rapid shall be sent to: Tyler Technologies, lnc. ("LEGAL NOTICE") 7701College Boulevard Overland Park, Kansas 652f0 Attention: Legal Departrnent Em a il : leeal@tvlertech,eqm With a cgpy to: TylerTechnologies, tnc. ("LEGAL NOTICE") l Tyler Drive Yarmouth, ME 04096 Attention: Chief Legal Officer 7. Counterparts. Thls Agreement may be exEcuted in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and. the same instrument. 8. Waiver, The performance of any obligation required of a party herein may be waived only by a written waiver signed by the other pafi, which waiver shall be effective only with respect to the sjjecific obligation deScrlbed thereln. 9. Entlre Agreetnent. This Agreement constitutes thd entire understanding and contact between the parties and supersedes any and all prior or conternporaneous eral or written representations or communications with respect to the subject matter hereof. 10. Amendnent. This Agreement shall not be modified, amended, or in any way altered except by an instrument in writing signed by the properly delegated authority of each party. All amendments or modifications of this Agreement shall be binding upon the parties despite any lack of consideration. 11. Severability of Provlsions. ln the event any provision hereof is found invalidor unenforceable pursuant to judicial decree, the remainder bf this Agreement shall remain valid and enforceable aQcording to its terms. 12. Relationship of Partier. Except as otherwise expressly set forth herein, whereby Client is designating Rapid as an agent to dlsburse the funds, the parties intend that the blationship between the partiei created pursuant to or arising from this Agreement is that of an independent contractor oniy. 13. GovernilE L?W. Any dispute arising out of or relating to this Agreemen! or the breach ther:eof shall be governed by the lawsbf the state of Client's domicile, without regard to applicatlon of cholce of law rules or principles 14, Audit. Rapid shall maintain complete and accurate records of all work performed pursuant to and arising out of this Agreement. Cllent may, upon the written reques! audit any and all records of Rapid relating to services proVided herein" Client shall provide Rapid at least five (5) business days' prior written nogce of such audit or inspection. Rapid shall have the rlght to exclude from such inspection any Rapid RAPTD Agreement page 8 of 13