Settlement Solution Fee Agreement

THIS AGREEMENT is made between you, the “Customer,” and Refunds Today, LLC and its affiliates (“Refunds Today”) and is governed by the following terms, to which you signify your agreement by electronically signing and submitting. Capitalized terms used but not defined herein shall have the meaning assigned to them in the Refunds Today Software License Agreement Terms and Conditions entered into by you, the Customer. The form of which may be found at the Refunds Today Support Site

1. DETAILS:
1. Applications for a Settlement Solution that are transmitted through the Refunds Today software (the “Software”) are subject to certain Refunds Today fees and certain transmitter fees (Refunds Today's parent company, Universal Tax Systems, Inc. d/b/a CCH Small Firm Services (“CCH SFS”) is the transmitter), where applicable. The following fees and credits will apply per Qualifying Refund Transfer Product as detailed below. A “Qualifying Refund Transfer Product” means a Refund Transfer Product that is obtained in connection with a federal return that is e-filed through the Software and fully funded by a Settlement Solution provider authorized by Refunds Today. A “Qualifying Refund Transfer Product” excludes the following types of Settlement Solutions: (i) a FeeCollect, PS Solution Package or a Flat Fee Program product, (ii) a Settlement Solution that is sold within a state that Refunds Today requires either the PS Solution Package or the Flat Fee Program to be used, or (iii) any other Settlement Solution that is now, or later in Refunds Today's discretion, provided without a Transmission Fee. CCH SFS reserves the right to issue updates or make any other changes that it determines appropriate to the terms, dates, fees and/or pricing listed in this Agreement.
1. Transmission Fee. The Transmission Fee is charged for each taxpayer's approved federal Settlement Solution application transmitted through the Software. This fee will be taken out of the taxpayer's federal refund by an authorized Settlement Solution provider and will be sent to the transmitter (CCH SFS) by such Settlement Solution provider.
2. Bank Technology Fee. The Bank Technology Fee is charged by the transmitter (CCH SFS) for enabling the Settlement Solutions offered by certain Settlement Solution providers, including the cost of programming specific Settlement Solution Provider software and communication protocols as well as mandated security testing. This fee will be taken out of the taxpayer's refund by an authorized Settlement Solution provider and will be sent to the transmitter (CCH SFS) by such Settlement Solution Provider.

2. REQUIREMENTS:
1. The benefits of this Agreement are conditioned upon:
1. Customer’s acceptance of, and strict compliance with, the terms of the Refunds Today Settlement Solutions Enrollment Agreement (available to review at www.refundstoday.com/legal). 
2. Customer strictly complying with the terms and conditions set forth in the Refunds Today Software License Agreement Terms and Conditions. 
3. Customer maintaining the Transmission Fee specified above without change during the 2023 tax season;
4. Customer only using a Refunds Today approved Settlement Solution provider; and   
5. Customer paying any and all balances on Customer’s account when due. 
2. To the extent necessary, Customer will authorize and direct the Settlement Solution provider through which it offers Settlement Solutions to deduct and to transmit these fees to Refunds Today via ACH on a per return basis. 
3. Customer acknowledges that Refunds Today has contractual relationships with the Settlement Solution providers and that all benefits from such relationships belong exclusively to Refunds Today. Notwithstanding the foregoing, Customer acknowledges and agrees that Refunds Today and CCH SFS are only intermediaries of Settlement Solutions and are not a lender, agent, facilitator, fiduciary, broker or originator of Settlement Solutions. Further, Customer agrees that the Settlement Solution provider, and not Refunds Today or its affiliates, is responsible for the performance, processing, approval, origination, servicing and marketing of Settlement Solutions. Refunds Today and CCH SFS do not review, approve, monitor, endorse, warrant, or make any representations with respect to Settlement Solutions, and the transmission of a Settlement Solution through the Software does not imply an endorsement, approval or monitoring by Refunds Today and CCH SFS of the Settlement Solution provider or Settlement Solution.
4. This Agreement and the arrangements made hereunder are not available or otherwise applicable in connection with Settlement Solutions processed from the following states: Arkansas, Connecticut, Illinois, Maryland, Maine and New York.
3. MISCELLANEOUS:
1. Limited Time Offer.  THIS OFFER AND AGREEMENT WILL BECOME AUTOMATICALLY NULL AND VOID UNLESS CUSTOMER SUBMITS ACCEPTANCE WITHIN FIFTEEN (15) CALENDAR DAYS OF THE “DOCUMENT CREATION DATE” LISTED AT THE TOP OF THIS AGREEMENT. 
2. Other Agreements.  This Agreement in no way modifies or amends the Refunds Today Software License Agreement Terms and Conditions or the Refunds Today Refund Policy (see www.refundstoday.com/legal for details) which govern the purchase and use of the Software. No supplement, modification or amendment of this Agreement shall be binding unless executed in a signed writing by an authorized representative of Refunds Today management. Any other prior agreement with Refunds Today that purports to set Customer's Transmission Fee and/or Settlement Solution Credit will become void and will be superseded by this Agreement. Notwithstanding the foregoing, Refunds Today reserves the right to amend (include eliminate) fees as it deems appropriate in its sole discretion. Customer agrees to allow Refunds Today management reasonable time to review and approve this Agreement. Customer will be notified by a Refunds Today sales representative if this Agreement has been rejected.
3. Other Fees. All normal and customary transaction and other fees of Refunds Today and the transmitter (CCH SFS) are still applicable and will also be charged to Customer's financial account on file at the time any such amount becomes due.
4. Termination.This Agreement shall automatically terminate on December 15, 2024. This Agreement will also become void and terminate instantly at any time if Customer breaches any of its terms or makes any misrepresentations under this Agreement, or if Customer fails to comply with any of the Refunds Today Settlement Solution OR BP Guidelines, if Customer fails to strictly abide by the terms and conditions of the ERO Settlement Solutions Enrollment Agreement or if Customer breaches the Refunds Today Software License Agreement Terms and Conditions. If this Agreement terminates for breach, Customer will be responsible for immediate payment of the full Software price. Refunds Today at its option, may also terminate this Agreement upon ten (10) days prior written notice to Customer in the event that, in Refunds Today's sole discretion, changes in the participating banks' fee structure or mechanical, legal, regulatory, or operational issues make the offer under this Agreement unworkable, impractical, unfavorable or infeasible. Any provision that by its terms is intended to continue beyond the termination of this Agreement shall survive the termination or expiration of this Agreement, including, without limitation, subsections c, d, f and h of this Section 3.
5. Professional Conduct. Customer agrees to conduct its business in a professional manner and in compliance with all applicable laws and regulations and with best industry standards and practices for the promotions offered and the fees charged for its services. Without limiting the foregoing, Customer represents and warrants that Customer shall not engage in any unfair, deceptive, abusive or otherwise unacceptable acts or practices in connection with offering or promoting any Settlement Solutions.
6. Nondisclosure Agreement. THIS AGREEMENT, CUSTOMER'S PARTICIPATION IN THE PROGRAM, AND THE DETAILS OF THE PROGRAM ARE CONSIDERED CONFIDENTIAL INFORMATION. CUSTOMER AGREES TO TAKE ALL REASONABLE MEASURES TO PROTECT THE CONFIDENTIALITY AND AVOID THE DISCLOSURE OF THIS INFORMATION; PROVIDED, HOWEVER, THAT SUCH MEASURES SHALL BE NO LESS STRINGENT THAN MEASURES TAKEN TO PROTECT CUSTOMER'S OWN CONFIDENTIAL AND PROPRIETARY INFORMATION. THIS CLAUSE SHALL SURVIVE FOR 3 YEARS AFTER THE TERMINATION OF THIS AGREEMENT.
7. Jurisdiction.  This Agreement will be governed in all respects by the laws of New York, without regard to any conflicts of law principles, decisional law, or statutory provision which would require or permit the application of another jurisdiction's substantive law. Each party agrees that it will bring any action or proceeding directly or indirectly arising out of, relating to or in connection with this Agreement, any documents referenced herein and/or the subject matter hereof or thereof to the exclusive jurisdiction of the state and federal courts located in New York, New York. Each Party waives, to the fullest extent permitted by law, (i) any objection which it may now or later have to the laying of venue of any action or proceeding arising out of or relating to this Agreement brought in New York, New York; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
8. Waiver of Jury Trial. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ORDR FORM OR THE SUBJECT MATTER HEREOF OR THEREOF.
9. Software Availability.  During the term of this Agreement, Refunds Today will make the Software and any applicable updates thereto available to Customer at the same time that the Software is made available to the general customer base.
10. Electronic Signature. Customer acknowledges and agrees that consent to this Agreement by electronic means is subject to the federal Electronic Signatures in Global and National Commerce Act, and that the parties hereto intend that the Act apply to the fullest extent possible.