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HomeMy WebLinkAbout20210811100810MASTER SERVICES AGREEMENT Agent Legal Name: Contact: Phone: Fax: EIN/TIN: - Physical Address: SERVICES AVAILABLE: CourtFunds -- Prepaid Cards CourtFunds — Digital Payments ReleasePay — Exit Cards. ReleasePay — Work Release Currencie - GRP Cards Currencie --- Digital Payments Merchant Services (Acquiring) Each Service above is subject to (i) the Master Services Agreement below; and (ii) the terms and conditions of any corresponding Schedule attached hereto. This Master Services Agreement ("Agreement) is entered into by and between Rapid Financial Solutions, LLC, 3065 N 200 W Suite #200, North Logan, UT 84341 ("Processor," "we," "us," or "our") and (legal name), a (entity type) organized under the laws of (state) ("Agent," you, or "yours"). Rapid Financia Solutions and Agent may be referred to herein individually as a "Party" and collectively as the "Parties." This Agreement incorporates the above Form, the General Terms and Conditions, and all Schedules, addenda and exhibits attached hereto. There shall be no force or effect to any different terms of any order form or similar order form General Terms and Conditions 1. Services (a) General. The terms and conditions found in the "General Terms and Conditions" section of this Agreement ("General Terms") apply to all Services. Service -specific terms that are in addition to these General Terms will be found in applicable schedules. (b) Agent Responsibilities. Agent acknowledges and agrees that it is solely responsible for Master Service Agreement Page 1 of 10 monitoring legal developments applicable to the operation of its business and Card operations including interpreting applicable state and federal laws, determining the requirements for compliance with all applicable state and federal laws. Consequently, Agent agrees that Processor has no responsibility to monitor or interpret laws applicable to Agent's business or Agent's selection of system options and programming, or to assure that Agent's selection of any system option or programming (either alone or acting in conjunction with other system options and programming selected by Agent) is consistent with laws applicable to Agent or the terms and conditions of Agent's agreements with, or disclosure to, its Cardholders or others. Processor shall use its best efforts to give Agent notice as soon as practicable prior to the making of any material changes to the System which are being made to comply with any known changes in federal or state laws, rules or regulations. Agent acknowledges and agrees that it is solely responsible for registering or qualifying their business, and shall obtain and maintain all necessary licenses, permits and consents to conduct its activities, in any jurisdiction that requires any such registration qualifications, license, permit or consent, except where the failure to do so would not have a material adverse effect. Agent shall implement and comply with the Card Security Requirements outlined in the Agent Boarding Packet. (c) Changes to Services. If any change in the Processing Services or the System are required by applicable laws, rules , regulations, Operating Rules of the Payment Networks, Issuer or other relevant financial institution, Processor shall promptly notify Agent of such modifications or changes and make modifications or changes, as necessary to, (i) the System and/or (ii) the manner and methods used to provide the Processing Services hereunder, as soon as practicable after Processor has been notified of such required changes by the Payment Network, Issuer or financial institution or learns of a law, rule or regulatory change. Any such modification or change so required shall be made without the need for Agent approval and at Processor's sole expense. Processor shall use its best efforts to give Agent timely notice of all material 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 Rules of the Payment Networks, Issuer or other relevant financial institution. 2. Representations and Warranties (a) Agent Representations and Warranties In the event that a Payment Network, Issuer, relevant financial institution or government agency shall notify Processor of any violation of laws, rules or regulations relating to Agent or transactions processed for Agent, Processor shall have the right, without liability to Agent for special or consequential damages, to terminate Processing Services on behalf of Agent under this Agreement until such time as Processor shall have been notified by the Payment Network, Issuer, financial institution or government agency that the violation has been corrected. Notwithstanding the foregoing, this provision is not intended to modify or alter the indemnification provisions contained elsewhere in this Agreement. Agent 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. Processor shall have the right to preclude anyone's involvement with the System who may, in Processor's sole determination, violate any federal or state law, rule or regulation, violate Operating Rules. Processor reserves the right to monitor Card activity on its System and to shut down and/or 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. Processor shall have no liability to Agent for any adverse financial or other consequences that may result from any action taken pursuant to this Section. iii. Agent acknowledges and agrees that card accounts and digital payments are Master Service Agreement Page 2 of 10 credited in real-time. Agent hereby authorizes Processor to ACH Debit and Credit the bank account at the depository financial institution named below (the "Designated Account") on a daily basis or as needed for the prior cycle of credits to card accounts. iv. This authorization is to remain in full force and effect until Processor has received written notification from Agent of its termination in such time and in such manner as to afford Processor and the depository financial institution named below a reasonable opportunity to act on it. Agent shall give Processor no less than three banking business days' notice if the Designated Account is to be changed so as to allow enough time for Processor to make the necessary system modifications. Agent agrees to maintain the Designated Account. Agent hereby authorizes Processor to withdraw funds from the Designated Account without signature or notice to affect all offsets, deductions, and other transactions due Processor provided for in this Agreement. Agent further agrees to execute any additional documents that may be required for Processor to execute their rights under this document. Agent is solely responsible for all fees associated with maintaining the Designated Account. Processor shall notify Agent if at any time there are insufficient funds in the Designated Account to cover any amount that is due and owing to Processor. Agent shall promptly pay such amount to Processor. vi. Agent acknowledges and agrees that card accounts and digital payments are credited in real-time and Processor operates on a good funds model and that funds must be available and on deposit at the Processors financial institution before card accounts can be credited. Agent agrees to prefund three days average of funds to be credited to card accounts by depositing funds into Processor's financial institution named below. Agent shall give Processor written notification of change in the three day average in such time and in such manner as to afford Processor and the depository financial institution named below a reasonable opportunity to act on it. vii. Agent grants Processor the right to set-off against the Designated Account or any other monies belonging or payable to Agent which are in Processor' possession, which right may be executed to fulfill any payment obligations of Agent under this Agreement. viii Agent Designated Account Bank Name: Bank City: Bank State: Routing #: Account #: (9 digits) ix. The following individuals are authorized to act on behalf of Agent. Executive Contact Name: Phone Number: ( 1 = Fax: Email Administrative Contact Name Master Service Agreement Page 3 of 10 Phone Number: (� _ Fax: Email: Primary Contact (for day to day operations) Name: Phone Number: Fax: Email Secondary Contact (for day to day operations) Name: Phone Number: ( 1 Fax. �) Email: (b) Processor Representations and Warranties i. Processor and its financial institution agree and acknowledge that any prefunded amount not applied to card accounts shall remain the property of the Agent at all times. Upon termination of the Agents ability to credit card accounts, any prefunded amount not applied to card accounts shall be promptly returned to Agent. Agent understands and acknowledges that the System is a complex combination of hardware and software that is hosted by and/or interfaced with numerous other service providers and, accordingly, System and operational failures, malfunctions and other errors may occur from time to time resulting in, among other things, System access denials and/or delays, and periods when usage is suspended. Without limiting Processor's obligations hereunder, Processor shall use commercially reasonable efforts to minimize System and operational problems. iii. Processor Designated Bank Cache Valley Bank, 101 North Main Street Logan, UT 84321 Routing No if by wire: 124302325 Routing No if by ACH: 124302325 Account No if by wire: 65080681 Account No if by ACH: Contact Rapid directly for this number. Account Name: Client Prefunding Account 3. Confidentiality (a) Confidential Information. "Confidential Information" means Personal Information, as defined below, and all data or information that is competitively sensitive material and/or not generally known to the public; including, but not limited to, information which is marked confidential or proprietary, Agent lists, technology, inventions, systems, operations, facilities, products, services, discoveries, ideas, concepts, research, development, processes, operating procedures, marketing, business and development plans, pricing, policies and financial information. Confidential Information does not include information which: (i) is or becomes part of the public domain through no fault of the receiving Party; (ii) Master Service Agreement Page 4 of 10 was already known to the receiving Party prior to its disclosure; (iii) is lawfully obtained from a third party without obligations of confidentiality; or (iv) is independently developed by the receiving Party without reference to any Confidential Information of the disclosing Party. (b) Disclosure and Use Restrictions. Neither Party will disclose, reproduce, transfer or use the other Party's Confidential Information; provided, however, that either Party may disclose Confidential Information to the extent it must be communicated in response to a valid law, regulation or court order, provided the receiving Party uses reasonable efforts to notify the disclosing Party prior to disclosure (unless such notification is prohibited by law, regulation or court order) so the disclosing Party may seek a protective order, at its sole cost and expense, or otherwise prevent or limit such disclosure. 4. Fees. Agent will pay RAPID Financial Solutions for all expenditures, fees, additional service fees and special fees, costs and charges (collectively, "Fees"), as described in any Schedule, addenda, exhibit, or other written document agreed by the Parties for the Services provided by RAPID Financial Solutions, together, with any and all charges on Agent's account for goods or services purchased by Agent or anyone authorized to use Agent's account as more particularly detailed in the applicable addenda. RAPID Financial Solutions reserves the right to modify the Fees applicable to the Services from time to time with at least thirty (30) days' notice to Agent. RAPID Financial Solutions will notify Agent electronically of any change it makes to its Fees in accordance with these General Terms. 5. Disclaimer of Warranties and Limitation of Liability. (a) Disclaimer. PROCESSOR SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, EXCLUDED BY AGREEMENT OF THE PARTIES. PROCESSOR AND AGENT HEREBY AGREE THAT PROCESSOR'S OBLIGATIONS TO AGENT AGREEMENT ARE RELATED TO PROCESSOR PROVIDING SERVICES. THAT THIS AGREEMENT IS A SERVICE AGREEMENT FOR PURPOSES OF THE UNIFORM COMMERCIAL CODE AND THEREFORE THE PROVISIONS OF THE UNIFORM COMMERICAL CODE SHALL NOT APPLY TO THIS AGREEMENT. (b) Limitation of Liability. Except in the case of willful misconduct or gross negligence, Processor's cumulative liability for any loss or damage, direct or indirect, for any cause whatsoever (including, but not limited to those arising out of or relating to this Agreement) with respect to claims relating to events in any one Processing Year shall not under any circumstances exceed the amount of the Processing Fees (Exhibit A) paid to Processor pursuant to this Agreement for Services performed in the immediately preceding two (2) month period. EXCEPT IN THE CASE OF INTELLECTUAL PROPERTY INFRINGEMENT DAMAGES SUFFERED BY THE OTHER PARTY, IN NO EVENT SHALL PROCESSOR BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT PROCESSOR OR AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Indemnification. Agent covenants and agrees to protect, defend, indemnify and hold harmless Processor and all of Processor's related companies, along with their respective officers, directors, employees, agents, permitted assigns, and all parties supporting or assisting Processor in the provision of the Processing Services (collectively, including Processor, the "Processor Parties"), for, from and against any and all claims, losses, damages, costs, charges, liens, fines, penalties, suits, orders, judgments or expenses, including any legal fees and legal costs, arising out of this Agreement and Agent's use of the Processing Services, including but in no way limited to those arising from any legal action, claim, demand or proceedings brought against any of them. Master Service Agreement Page 5 of 10 Notwithstanding the forgoing, Agent shall have no duty to indemnify Processor, and Processor agrees to indemnify and hold harmless Agent, for any claims, losses, damages, costs, charges, liens, fines, penalties, suits, orders, judgments or expenses, including any legal fees and legal costs, to the extent those claims arise directly from the gross negligence or willful misconduct of Processor. The indemnification obligations outlined herein shall survive termination of this Agreement 7. Choice of Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Utah, without reference to choice of law rules. Any Legal action, including an original complaint or third party claim, or any action arising under or related to this Agreement, including but not limited to a claim for payment under the Agreement, and also including any non- contract claim, shall be brought and maintained exclusively in a state or federal court of competent subject matter jurisdiction in Utah and the parties hereby submit themselves to the personal jurisdiction and venue of those courts for the purpose of any such action. 8. Miscellaneous. (a) Amendments. RAPID Financial Services reserves the right to modify from time to time the terms of this Agreement upon thirty (30) days' prior written notice to Agent unless such modifications are to benefit to Agent or relate to new services. RAPID Financial Services may modify the Services provided hereunder at the request of Bank or otherwise as may be necessary from time to time upon written notice to Agent. In the event Agent reasonably determines such modifications are materially adverse to Agent's services, Agent may terminate this Agreement by providing RAPID Financial Services notice thereof within thirty (30) days of Agent's receipt of such notice. Agent shall be deemed to have approved and accepted such modifications unless RAPID Financial Services receives Agent's written notice of termination within such 30 -day period. No other modifications to this Agreement, and not modification to the Term or Fees payable hereunder, shall be valid unless signed in writing by Agent and RAPID Financial Services. (b) Term. The contracts duration is one month which auto -renews monthly unless either Parry provides 30 -days' written notice prior to the end of the current Term. (c) Waiver. We may at any time and in our sole discretion delay or waive enforcing any of our rights or remedies under this Agreement or under Legal Requirements without losing any of such rights or any other rights or remedies. Even if we do not enforce our rights or remedies at any specific time, we may enforce them at a later date. For example, we may accept late payments or payments that are marked "payment in full" or with other restrictive endorsements without losing any of our rights under this Agreement or applicable law. (d) Notice. Any notice required hereunder shall be given by first class U.S. Mail, postage prepaid, by receipted hand delivery, electronically or by any other means agreed upon by both Parties at the address set forth above. If any notice instructions are given, the provisions of such shall govern the method and location forgiving notice. Any notice mailed shall be presumed received on the third business day after mailing thereof. (e) Force Majeure. No Party shall be liable to the other Party, nor deemed to have defaulted under or breached this Agreement, for failure to perform or delay in performing its obligations hereunder when and to the extent that such Party's failure or delay is caused by or results from a Force Majeure Event, including, without limitation, those due to acts of God, fires, explosions or other casualties; acts, regulations or decrees of governmental authorities or agencies, acts of financial institutions, Payment Networks or other service providers, wars, acts of terrorism or civil disturbances, embargos, strikes, lockouts or other labor disputes, power shortages, fluctuations or blackout and other similar causes. The Party suffering a Force Majeure Event shall give notice to the other Party stating the period of time the occurrence is expected to continue and shall use all diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Events are minimized. Master Service Agreement Page 6 of 10 (f) Assignment. Agent may not transfer, assign, or delegate this Agreement or any of its rights, obligations, or duties hereunder without written consent of Processor. RAPID Financial Services may transfer or assign this Agreement or any of its rights, obligations, or duties hereunder at any time. (g) Independent Contractors. Agent and RAPID Financial Services are independent entities, and this Agreement does not create any partnership, agency, or employment relationship between Agent and RAPID Financial Services. Each Party may not attempt to represent, warrant, or obligate the other Party to any commitment with any third party. (h) No Other Third -Party Rights. This Agreement is intended for the exclusive benefit of Agent and RAPID Financial Services and is not intended to benefit any third party. (i) Interpretation. The Parties agree that the Parties have carefully reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities be resolved against the drafting Party shall not be employed in the interpretation of this Agreement. The section headings contained in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement. (j) Severability. In the event that any part of this Agreement is deemed by an arbitrator, a court, regulatory authority or other public or private tribunal of competent jurisdiction to be invalid or unenforceable, such provision shall be deemed to have been omitted from this Agreement. The remainder of this Agreement shall remain in full force and effect, and shall be modified to any extent necessary to give such force and effect to the remaining provisions, but only to such extent. (k) Entire Agreement. The Agreement constitutes the complete and exclusive statement of the agreement between the Parties with respect to the Service, and supersedes any prior or contemporaneous proposal, understandings, discussions or agreements between the Parties with respect to the Services. (1) Survival. Notwithstanding any other provision of this Agreement, the representations, warranties, covenants and indemnities of or by either Party contained herein or in any certificate, document or instrument delivered pursuant to this Agreement, including, shall survive the termination of this Agreement. In addition, any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assigns. (m) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. The remainder of this page is intentionally left blank. Master Service Agreement Page 7 of 10 The Undersigned authorizes Processor to obtain reference information, as it may require and deem appropriate to validate the statements made within this Agreement. IN WITNESS WHEREOF: AGENT: By: Name: PROCESSOR: By: Name: Date: Title Date: Title: The remainder of this page is intentionally left blank. Master Service Agreement Page 8 of 10 Schedule 1 CourtFunds — PrePaid Cards Program Summary The purpose of this Schedule is to define a new Service, which will be offered by the Agent, with part of the Service provided by RAPID Financial Services, called CourtFunds — PrePaid Cards. The CourtFunds — PrePaid cards is a service that will provide streamlined court disbursements and/or payments, including but not limited to jury and restitution payments. The payments will be provided via a pre -paid card with options for the recipient to transfer the funds to a bank account, charity, Venmo, or PayPal. The Agent's use case for the CourtFunds — PrePaid Card Service is related to court disbursements and payments. Client will integrate with the Processor's API, SFTP, or Web Portal.. Services Recipient Information 1 Personal details (legal name, email, address) associated with the User will be provided by the Customer through the Processor's API, SFTP, or Web Portal.. 2. Either RAPID Financial Services, or the Agent, will complete User verification checks as may be required by the Bank. Disbursement Transaction 1. Transactions may be rejected by RAPID Financial Services due to data validation issues. 2. Transactions that are declined by the Networks or failed due to connectivity and/or timed out issues result in funds being credited back to the Disburser's account. Funding 1. Prefunding amount: $ per day average X three days = $ (Example: $1,200.00 per day x three (3) days =$3,600.00) 2. Estimate of cards to be issued per MONTH: . We will use this number to determine your initial inventory needs of debit cards. Reporting 1. Our standard reporting package will be provided Customer Responsibilities 1. Agent is responsible for good funds and ensuring sufficient funds are on deposit at Bank before attempting to disburse the funds. 2. Agent is responsible for providing User payment details through Processor's API, SFTP, or Web Portal in a manner that complies with Processor's format and is error -free. 3. Agent is responsible for management of transaction disputes. Master Service Agreement Page 9 of 10 Additional Services 1. Any additional services requested that is not outlined in this Schedule must be agreed in writing between the Parties. Bank approval may be required as well. Service Fees Pricing F] Resitution Program $1.49 Load Fee Fee: The fee of will be charged for each individual disbursement made to each recipient. There are no additional fees or costs for the County to implement CourtFunds for the disbursement of jurors or restitution victims. The remainder of this page is intentionally left blank. Master Service Agreement Page 10 of 10