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HomeMy WebLinkAboutDispursements Agreement For Card IssuanceDisburgements Agreement For Card lssuance This Disbursements Agreement for Card lssuance ("Agreement") is entered into by and between Rapid Financial Solutions, LLC, ("Rapid") a wholly owned subsidiary of Tyler Technologies, lnc., 3065 N. 200 W, Suite #200 North Logan, UT 84341 and: Entity Name: Kittitas County Superior Court Physical Address: 205 W Sth Ave, Ste 207, Ellensburg, WA 99926 Phone Number: (509) 962-7533 Fax: (509) 962-7667 Tax lD Number: 91-6001349 Hereinafter referred to as ("Client'') (collectively the "Parties"). This Agreement is the entire agreement between the Client and Rapid relating to the propriety software products and services procured through Rapid and it governs the Clienfs use of Rapid's proprietary software products and services. A. CERTAIN DEFNMONS 1. "Agreement" means this Disbursements Agreement for €ard lssuance, including all exhibits attached hereto and to be attached throughout the Term of this Agreement, all of which are incorporated by reference herein. 2. "Affiliate" means any person or entity controlled by, under common control of, or controlling Rapid. 3' "Association" means a group of Card issuer banks or debit networks that facilitates the use of payment cards accepted under this Agreement for processing, including. without limitation, Visa, U,i.A., lnc.,' MasterCard lnternational, lnc., Discover Financial Services, LLC and bther credit and debit card providerq debit network providers, gift card, and other stored value and loyalty program providers. 4. "Card" means the nehl/ork branded prepaid debit card issued by lssuer, 5. "Client Data" means the data put into the services by Client or a cardholder, 6. "Confidential and Proprietary lnformation" means all information in any form relating to, used in, or possessed, or otherwise existing in, on or about Rapid's premises or Client's offices, residence(s), or facilities and regardless of how such information came into being as well as regardless of who created, generated or gathered the information), including, without lirnitation,. all information contained in, embodied in (in any media whatsoever) or relating to Rapid's or its Affiliate's inventions, trade secrets, ideas, creations, works of authorship, business documents, licenses,,correspondence, operations, manuals, performance manuals, operating data, projections, bulletins, processes, analyses, cqrstomer lists and data, sales data, cost data, proflt dqta, financial statements, strategic planningdata, financial planning data, pricing, designs, logos, proposed trademarks or service marks, test results, product oi sewice literature, product or service concepts, process data, specificatlon data, know how, software, databases, database layouts, design documents, release notes, algorithms, sourcq code, screen shots, other research and development information and data, technical or security information or architecture, and lntellectual Property. Notwithstanding the foregeing, Confidential and Proprietary lnformation does not include information that: (a) becomes publlc other than as a result of a disclosure by Client in breach hereof; (b) becomes available to Client on a non-confidentiat basis from a source other than Rapid, which is not RAPID Agreement page 1 of 13 ' 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 1. License Grant. Rapid hereby grants Client a non-exclusive, revocable Jicense to use the Disbursernents Software and related lntellectual Property for its internal business purposes for the term of the Agreement. Rapid, and its Affiliates (and lts licensors, where appllcable), owns all right, title, and interest, in and to the Disbursements Software, lnteliectual Property, or any suggestions, ideas, enhancement requests, feedback, recomrnendations, or other information provided by Client or any other party relating to the services. All rights in the Disbursements Software and lntellectual Property not expressly granted to Client are reserved by Rapid, its Affiliates, and its liqensors. Client shall at all times be responsible for its own compliance with applicable laws, operating rules, and regulations, including but not limited to the Operating Rules and Guidelines of the National Automated Clearing House Association TNACHA), the Electronic Funds Transfer Act (EFTA), Regulation E of the EFTA, applicable data privacy and data protection laws, and.the Fair Credit Reporting Act {FCRA}. Unless otherwise provided in a separate agreement between Rapid, or an Affiliate, and Client, any intellectual property or machinery provided by Rapid, but not developed by Rapid, is being licensed or purchased by Client directly from the manufacturer or developer of such machinery or third-party intellectual property. Client acknowledges that the license granted herein is limited to Clientfs use exclusively and that Client does not have the right to sub-license the Disbursements Software or third-party intellectual property in either their original or modified form. Client agrees that it shall not reverse-engineer, disassemble or decompile the Disbursements Software. Client shall not give any third-party, except Client's employees, access to the Disbursements software without Rapid's prior written consent. 2. Obligations- i. Client agrees that 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 is provided to Rapid and shall regularly audit its own bank accounts. ii. Client is responsible for maintaining the security of atl access credentials granted to it, for the security of its infonnation systems used to access the Disbursements Software, and for its end users' use of the Disbursements Softwarei Client is responsible for all activitles.conducted under its login credentials. Rapid has the right at any time to terminate or suspend access to any user if Rapid reasonably believes that such teimination or suspension is necessary to preserve the security, integrity, or accessibility of the Disbursements Software, any Client Data, Rapid, or Rapid's other custgmers. iii. As required by the EFTA and Regulation E, if Client ls providing a government benefit, including but not limited to distributing needs-tested benefits and/or gate money, then: a) Client shall strictly ensure that any person to whom a card may be issued under the. Agreement is, in advance of the issuance of a card, provided with a clear and conspicuous choice of payment other than the card, such as, but not.limlted to, payment by check {the "Payment Choice Requirement"). b) Upon Rapid's request no more frequently than quarterly, Client will prcimptly provide Rapid with a written certification with respect to Client's cornpliance wlth the Payment Choice Requirement. c) Client's noncompliance with the Payment Choice Requiremeht shall{A} constitute a material breach of this Agreement by Client and give Rapid the right to immediately .terminate this Agreement upon written nbtice to Client, and (8) entitle Rapid to indemnification by Client from and against any and all clairns, actlons, liability, judgments, damages, costs, fines, penalties, and expenses, including reasonable attqrneys' fees to the extent arising from Client's noncompliance with the Payment Choice Requirement, which indemnification obligation shall survive the terminatlon or expiration of the Agreement. RAPID Agreement page 3 of 13 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 AFFILIATES HEREBY DISCIAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR FITNESS FOR A PARTICULAR PURPOSE. REIMBURSEMENT AND INTELLECTUAL PROPERTY 1. Compliance with Law and Operatlng Rules. lf any change in the processing services or the system are required by applicable laws, rules, regulations, or other Operating rules of the applicable payment networks, lssuers or other relevant financial institution (collectlvely, "Applicable Lau/'), Rapid will' promptly notifu Client of such modifications or changes and make modlfications or changes. as necessary to, (l) the system and/or (iil the manner and methods used to provlde the processing services hereunder, as soqn 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 reguiatorv change. Any such modlfication or change so required shall be made without the need for Client approval and at Rapidrs sole expense. Rapid shall use its reasonable efforts tO give Client tlmely 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 paymeni' network, lssuer, or other relevant financial institution. client shall reimburse and hold harmless Rapid, its Affiliates, and third-party providers from and against any claim, loss or action related to Client's violation of Applicable Law, including, without limitation, any election by Client to apply custom fee.structures or client surcharges. 2. lntellectual Property. i. Rapid and its Affiliates retain all ownership and copyright interest in and to any and all tntellectual Property provided in connection with this Agreement ii. Notwithstandlng any other provision of this Agreement, if any third-party claim is asserted, orr action or proceeding brought against Client that alleges that all or any part of the lntellectual Property, ln the form supplied, or modified by Rapid, or Clienfs use consistent with this Agfeement, infringes or misappropriates any United States intellectual property, or other proprietary right, title, or interest (including, without limitation, anv copyright or patent or any trade secret right, title, or interest), Client, upon its awareness, shall give Rapid prompt written notlce thereof. Rapid shall defend, and hold Client harmless agalpst, any such claim or action with counsel of Rapid's choice and at Rapid's expense and shall indemnifo Client agalnst any liability, damages, and costs resulting from such claim. Without waiving any rights,pursuant to sovereign immunity, Client shall €ooperate with and may monitor Rapid in the defense of any clpim, action, or proceeding and shall, if appropriate, make employees available as Rapid may reasonably requestwith regard to such defense. This lndemnitydoes not apply to the extent thatsuch a claim is attributable to rnodifications to the lntellectual Property made by Client, or any third-party pursuant to Client's directions, or upon the unauthorizid use of the lntellectual Property by Client. iii. Remedies. lf the lntellectual Property becomes the subject of a claim of infringement or misappropriation of a copyrighg patent or trade secret, Rapid shall, at its sole cost and expense, select and provide Cllent with one of the following remedies, which selectlon shali,be in Rapid,s sole discretion: (a) promptly replace the lntellectual Property with a compatible, functionally equivalent, non-lnfrlnging system; (b) promptly modifo the lntellectual Property to make it non-. infringing; (c) promptly procure the r:ight of Client to use the lntellectual Property as lntended; or (d) terminate this Agreement. The remedles in thls sectlqh are Client's exclusive remedlr with respect to the subject matter hereof. G. TERM AND TERMINATION F. RAPID Agreement page 5 of 13 1. Term. Unless otherwise provided in the Order Form, or unless the client procures the Dlsbursements Software through a third-party, the term of this Agreement shall commence on the date on which Client signs the Order Form, and shall cbntinue in effect forthree (3)years (the "lnitial Term") unless otherrivise set forth on an Order Form; provided, however, that at the end of the lnitiat Term, and on each subsequent anniversary of the date on which Client signs the Order Form, the term shall automatically extend for additional one {1} year terms unless either party provides, at least ninety (90) days prior to the end of the then-cunent term, written notice that it does not wish to extend the term or othenarise terminates the agreement for carlse pursuant to Section F(2). 2. Termination for Cause. Either party may terminate this Agreement for cause ("Cause"), provided that such party follows the procedures set forth in this Section G(2). i. For purposes of this Section, Cause means: a) a material breach of this Agreement, which has not been cured within ninety (90) days of the date such party receives written notice of such breach; or b) the failure by Client to timely pay when due any fees orared to Rapid pursuant to this Agreement and any delinquent amounts remain outstandingfor a period of thirty (30) days after Rapid provides notice of its intent to terminate for failure to pay; or c) if Rapid becomes.insolvent or bankrupt or is the subject of any proceedings relating to its liquidation or insolvency or for the appointment of a receiver or similar officer for it, has a receiver of its assets or property appolnted or makes an assignment for the beneflt of all or substantially all of its creditors, or institutes or causes to be instituted any proceeding ln bankruptcy or reorganization or.rearrangement of its affairs. ii. No party may terminate this Agreement under Section e(zXiXa) unless it cooperates in good faith with the alleged breaching party during the cure period and complies in good faith with the dispute resolution procedures set forth in Section l(2) following such period. iii. ln the event either party termlnates this Agreement, each party shall return all products, documentation, confidential information, and other information disclosed or otherwise delivered to the other party prior to such termlnation, and all licenses shall terminate. 3, Survival. The following provisions shall survive after the Term of this Agreement: D; E; F; G; H(1); H(Z); and l. H. CONFTDENTIAT AND PROPRIETARY INFORMATIOIV 1. Protection of Rapid and Affiliate Confidential and Proprietary lnformatlon. Client shall not disclose, disseminate, transmit; publish, distribute, make available, or otherwise convey Rapid or Affiliate Confidential and Pnoprietary lnformation, and Client shall not us€, make, sell, disclose or otherwise exploit any such Confidential and Proprietary Information for any purpose other than the performance of this Agreement, without Rapid's written consen! except as may be required by law, regulation, judicial, oi adminlstrative process provided that Rapid is given adyance notice of such intended disclosure in order.to permit it the opportunity to seek a protective order. Client shall ensure that all individuals assigned to perform services herein shall abide by the terms of this Section H(1) and shall be responsible for breaches by such persons. 2. Judlcial Proceedings. lf Cllent is required (by interrogatories, requests for information or documents in legal proceedings, subpoena, clvil investigatlve demand, or other similar legal order) to disclose any Rapid or Affil.iate Confidential and Proprietary lnformation, Client shall provide Rapid with prompt written notice of such request or requlrement so that Rapid may seek protective orders or other appropriate remedies andlor waive compliance with the confidentiality provisions of this Agreement. lf, in the absence of a protective order or other remedy or the receipt of a waiver by Rapid, Cllent nonetheless is legally compelled. to disclose Rapid or Affiliate Confidential and Proprietary lnformation to any court or trlbunal or else would stand liable for contempt or suffer RAPID Agreement page 6 of 13 other censure or penalty, Client may, without liability herein, disclose to such court or tribunal only that portion of Rapld or Affiliate Confidential and Proprietary lnformation which the court requires to be disclosed, provided that Client uses reasonable efforts to preserve the confidentiality of Rapid or Affillate Confidential and Proprietary lnformation, including, without limltation, by cooperating with Rapid to obtain an appropriate protective order or other reliable assurance that confldential treatment shall be accorded to Rapid or Affiliate Confidential and Proprietary lnformation; 3. Right to Client Data. Rapld acknowledgesthat as between the partles, Client controls the means and uses of Client Data; provided, however, that Client grants Rapid the right to use any and all Client Data: ti) to perform its obligations described in the Order Form, {il) for back-up, testing or fraud monitoring purposes, (iil) to fulfill obligations under applicable law or legal order, and (iv) to the extent permitted by applicable law, in blinded, deidentified or aggregated form for the.purpose of data analysis, compilatlon, interpretation, study, reporting, publishing, improvement of the Disbursements Software, and product and service improvement. Notwithstanding the foregoing, if Client provides Rapid with the cell phone number andlor emailaddress of the reciplent, then the information will be solely used to send the recipient notification and for security purposes. Following the termination of the Agreement, and subject to applicable state and federal record retention laws and regulatory compliance, Rapid will destroy the cell phone number and/or email address provided by Client. I. GENERALTERMS AND CONDITIONS L. Taxes and Tax-Exempt Status. lf Client is a tax-exempt entity, Cllent agrees to provide Rapid with a tax-exempt certiflcate. Otherwise, Cllent shall calculate and pay all taxes, duties, or charges of any kind (including wlthholding or value added taxes) imposed by any federal, state, or local governmental entity for the services provided under this Agreement, excluding only taxes based solely on Rapid's net income. 2. Dispute Resolution. Any dispute arising out of, or relating to, this Agreementthat cannot be resolved within five (5) business days shall be refened to the individuirl reasonably designated by Client and Rapid's representative assigned to Client's account ('ilntermediary Dlspute Level"). Any dispute that cannot be resolved in ten (1O) business days at the lntermediary Dispute Level Shallthen be referred to Client's Executive Director, Commissioner or other similar ipdividual designated by Client and Rapid's applicable division President ("Executive Dispute Level"), at such tlme and location reasonably designated by the parties. Any negotiations pursuant to this Section l(2) are confidentibl and shall be treated as compromise and settlement negotiations for purposes of the applicable rules of evidence. For any dispute that the parties are unable to resolve through informal'discussions or negotiations or pursuant to the dispute resolution and escalation procedures set fofth in this Agreement, the parties shall submit.the matter to mediation prior to the commencement of any legal proceeding. The foregoing shall not apply to clalms for equitable ielief arisirig.out of'or related to Section l(L8) 3. Nondiscriminatlon. Rapid will not discriminate against any person ernployed or applying for employment concemlng the performance of Rapid's responsibllities under this Agreement, This discrimination prohibition will apply to all matters of initial employmint, tenure, and terms of ernployment or otherwise with respect.to any matter directly or indirectly felating to emptoyment concerning race, cblor, religion, national orlgin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particulai job or position, heighf weight, marital status, or political affiliation. Rapid will post, where appropriate, all notices related to nondiscrimination as rnay be required by applicable law. 4. E-Verify. Rapid has complied, and will comply, with the E-Verlfy procedures administered by the U.S. Citizenship and lmmigration Services Verification Division for all of Rapid's employees assigned to Client's project. RAPID Agreement page 7 of 13 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 Confidential and Pro"prietary lnformation not otherwise required to be piovided to Client as a part of thls Agreement. Rapid shall make such books and records available to Client during normal business hours. Any such audlt shall be conducted at Rapid's principal place of business during Rapid's normal busindss hours and at Client's sole.expense. 15. No Third.Party Beneficlaries. Nothing in this Agreement is intended to benefit, create any rights in, or otherwise vest any rights upon any third-party. 16. Contra Proferentem. The doctrine of contra proferentem shall not apply to this Agreement. lf an ambiguity exists ln this Agreement, or in a specific provision, neither the Agreement nor the provision shall be construed against the party who drafted the Agreement or provision. 17. Force Maieure. No party to this Agreement shall be liable for delay or failure in the performance of its contractual obligations arising from any one or more events that are beyond its reasonable control, including without limitation, acts of God, war, terrorism, criminal activity, supply,bhain delays, epidemics, and riot. Upon such delay or: failure affecting one party, that pafi shatl notify the other party and use all reasonable efforts to cure or alleviate the cause of such delay or failure with a view to resuming performance of its contractual obligations as soon as practicable. Notwithstanding the foregoing, ln every case the delay or failure to perform must be beyond the control and wlthout the fault or: negligence oi the party claiming excusable delay. Any performance times pursuant to or arising from this Agreement shall be considered extended for a period of time equivalent to the tirne lqst because of any delay that is excusable herein. 18. Equitable Relief, Each partry covenants, represents, and warants that any violation of this Agreement by such party with respect to its respective obligations set fgrth in Section G shall cause lrrepafable injury to the other party and shall entitle the other party to extraordinary and equitable relief by a court of competent jurisdiction, including, without limitation, temporary restraining orders and preliminary and permanent ihjunctions, without the necesslty of posting bond or security. 19. Other Remedies. Rapid or its Affiliates have the option to withhold, for the purposes sf set off, any amounts due to Rapid related to this Agreement from any funds that would otherwise be required to be remitted to Client underthis Agreement. 20. Government Restricted Rights. The Disbursements Software and any related lntellectual property are deemed to be "commercial computer software" and "commercial computer software documentatlon,,' respectively, pursuant to DFAR Section 227.7202 and FAR Section ti,.ZtZ61, as applicable; and are commercial products, licensed on the open market at market prices, and were developetl entirely at private expense and without the use of any government funds. Accordingly, if .Client is an agency of the US Government or any contractor therefor, Client only receives those rlghts with respect to the Disbursements Software or any related lntellectual Property as are granted to all other end users under license, in accordance with (a) 48 C.F.R.5227J20t through 48 C.F.R. ,9227.72A4, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. 912.212, wlth respect to all other US Government licensees and their contractors. Any use modification, reproduction, release, perforlnance, display, or disclbsure of the services by any government shall be governed solely by the terms of this Agreement and shall be prohiblted except to the extent expressly.permitted herein. Client shall not use the services to any other publlc sector, government, or end user where such use would affect Rapid,s rights inthe services or require any affirmative action to betaken by Rapid duetogovernmental mandates or flow down regulation. 21. Cllent [ists. Client aBrees that Rapid may identifo Cllent by narne ln cllent or client lists, marketing presentations, and promotional materlals. 22, Unclaimed Property, Rapid will comply with applicable escheatment laws. RAPID Agreement page 9 of 13 lN WITNESS WHEREOF: the respective repr€sentatives to,sign tr CLIENT: RAPIDT 1n:' .2.nr'f-J4/nA') BY: Prlnted Name, T i4a M Title: .Group G €r'tQr?f: .thBir RAPIDAgreement Exhibit A -Order Form Capitalized terms not otherwise defined will have the meaning assigned to such terrns in the Agreement, Disbursements Software Process Overview: 1. Rapid will provide Client with an inventory of Disbursement Pamphlets and continue to fulfill inventory requirements per the Client's usage. 2. Rapid provides Cllent with the account numbers and Client is responsible for assigning each individual recipient with one of the account nurnbers and providing the Disbursement Pamphlet to the recipient. The Disbursement Pamphlet contains the prepaid debit card ("Card"), the terms and conditions that govern the use of the Card, ("Cardholder Agreemenf|; information on how to contact customer service and other FAethat might be useful for ease of use. 3. When Client is ready to pay the recipient, Client will provide Rapid with the payment file or payment instructions detaillng the tokenized account number, recipient's information, and the amount to be loaded onto the card and once received by Rapid, Rapid provides the same details to the Sponsor Bank, and the Sponsor Bank loads the funds to the Cards, which will be immediately available onthe associated Card. 4. Options that the reclpient will have to access their funds: a, t}se the prepaid Mastercard at any retail location that accepts Mastercard b. Cash out the card at a prlncipal MasterCard I bank (All major banks).c, lnstantly transfer funds to a personal debit card.d. Direct deposit into their personal bank account. e. Push to their PayPal or Venmo account.f. Request a paper check.g, Donate the funds to a charlty of thelr choice. h. Use the funds to purchase a gift card. The Disbursements Software is Rapid's proprietary software, APls, processes, user interfaces, know-how, techniques, designs, ideas, concepts, arid other tangible or intangible technical material or information provided to Client through remote electronic access, Features and functionality are described belowl PAYMENT MANAGEMENT SOTUNON SERVICES SELECTED: X CourtFunds CourtFunds: The Payment Management Program of CourtFunds streamlines the process of paying recipients through our electronlc funds transfer process utilizing prdpaid cards as well as other digital solutions. ts( lury Solution: Price per load: $0.Se FEES and INVOICING/FUND|NG MODET 1. Fees. Client agrees to pay Rapid the SaaS Fees and lmplementation Fees, if applicable as set forth in this Order Form. 2- lnvoicing and Payment. tf the funding model includes SaaS Fees, then Rapid, or its affiliati, will invoice Client the SaaS Fees and lmplementatlon Fees at the commencement of the Agreement, or as otherwise agreed upon by the partles in wrating. Unless otherwise specified in the Order Form, the currency ls US Dollars and payment for undisputed invoices is due within sixty (6O) days of receipt of invoice. Unless expressly set forth in the Order Form, feeg are exclusive of taxes and third-party reseller fees. ln the case of Client purchasing directly from Rapid, Rapid's electronlc payment information is provided in the invoice sent to Client and any billing inquiries by Client should be directed Rapid's Accounts Receivable Department at .l-800-772-2260 (press 2) or email: AR@tylertech.com. 3. Rapid reserves the rlght to sgspend access to the Disbursements Software if Client fails to pay the SaaS Fees or lmplementation Fees in accordance with this Agreement. Rapid may also terminate this Agreement if RAPID Agreement page 11 of 13 ' Client does cure such failure to pay within forty-five (45) days of receiving written notice of Rapid's intent to terminate. 4. lnvoice Disputes. lf Client believes any delivered item does not conform to the warranties in this Agreement, Client will provide Rapid with written notice wlthin thirty (30) days of Client's receipt of the ipplicable invoice. The written notice must contain reasonable.detallof the issues Client contends are in dispute so that Rapid can confirm the issue and respond to Client's notice with either a justification of the invoice, an adjustment to the invoice, or a proposaladdressing the issues presented in Cllent's notice. Rapid will work with Client as may be'necessary to develop an action plan that outllnqs reasonable steps to be taken by each of Tyler to resolve any issues presented in Clientfs notice. Client may withhold payment of the amount(s) actually in dispute, and only those amounts, until Rapid completes the action items outlined in the plan. lf Rapid is unable to compiete the actlon items outlined in the action plan because of Client's failure to complete the items agreed to be done by you, then Client will remit full payment of the invoice. Rapid reserves the right to suspend delivery of all SaaS Serviceq including malntenance and support services, if Client fails to pay an invoice not dasputed as described above within fifteen (15) days of notice of .Rapid,s intent to do so. 5. Funding Model. Client will indicate below which of the following two funding models.it will use and comBlete the applicable documents for each. a, lf Client selects the funding model.whereby Client pushes payment to Rapid prior to Card loading, then, Client acknowledges and agrees that card accounts are credited in real-time, and Rapid operates on a good funds model and that funds must be avail'able and on deposit at Rapid's financial institution before card account can be credited. b. lf Client selects the fundlng'model whereby Rapid debits the payments from the Client's account, then Client agrees to the following: i. Client shall identify and hereby authorizes Rapid to conduct an'Automated Clearing House (ACH) debit from and/or ACH credit to the bank account at, the depository financial instltution identified by Client (the "Designated Account") on a daily basis; or as needed for the prior 24- hour cycle of deblts and credits to card accounts. ii. Client agrees to maintain the Deslgnated Account. Client hereby authorizes Rapid to withdraw funds from the Designated Account without signature or notice to initiate alloffsets, deductions, and other 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 Rapid to enforce its rights under this Agreement. Client is solely responslble for all fees assoclated with maintaining the Designated Account. Rapid shall notify Client if at any time there.are insufficient funds in the Designatdd Account to cover any amount that is due and owing to Rqpid. Client shall promptly pay such amount to Rapid. ill. Thls authorlzation is to remain in full force and effect until Rapid has recelved written notification from Client of its termination in such time and in such manner as io affbrd Rapid and the. depository financial institution named below a reasonable opporttrnity to act on it. Client shall give Rapid no less than three (3) bankine business days' notice if the Designated Account is to be changed so as to allow sufficient time for Rapid to make the necessary system modlflcations. iv. ilierlt acknowledges and agrees that (al card accounts are credited in real-time; (b) Rapid operates on a good funds model, and (c) funds must be avallable and on deposit at Rapid's financial institution before card account can be credited. Fundlng model selection (check one!: il Processor debits the payments from the Client's account. KClient pushes payment to Processor prior to Card loading. Client Tax lD Number: RAPID Agreement ?/-6&/3fi page L2 of t3 Nufrrber recipients paid per month per solution selected: Program number ffi *Processor will use thls number to determine the initial inventory needs of Cards. The following indlviduals are authorized to act on behalf of Client: Executive Contact Administrative Contact tl Name: c* fr %4 Phone Number: ,!g o ^ -7Q<3 Fax: E-mail: ,fu, *9r'*6, te E-mail: 1Pe. /6'r*#b. **,us @,2 Name: ?l qrb-ftd\sl€ Phone Number: jn % 4"q-/5A .u4."2€ Secondary Contact (day.to-day operationsl Fax: , Pri mary Contact (day-to-day operations| Name: erq4 &r{ phone Number: ,ry %A. ffi?3 phone Number: @ @- ZEW I Name: Fax: E-mait: -er@4 . h, L4,,fc Fax: @.a. *'4/zbs, *&.?rs e-^^it, &nrV.,bbd,)*,.gc @@,z.'fli'&s. ztJe, zt RAPID Agreement page 13 of 13