RCPA
Tire Program Agreement
Effective Date 3/25/2026
This RCPA Tire Program Agreement (“Agreement”) is entered into between Route Consultant Purchasing Alliance, Inc. (“RCPA,” “we,” “our”) and the customer identified in the signature block below (“Member”). This Agreement governs participation in the RCPA Tire Program (the “Program”).
Program Overview. Member agrees to participate in the RCPA Tire Program (the “Program”), which allows eligible commercial customers of RCPA to purchase Hankook Tire America Corp. (“Hankook”) brand tires and related products and services (“Tire Purchases”) from participating Hankook Authorized Dealers using RCPA’s National Fleet Account. These Tire Purchases will be tracked and aggregated by RCPA, and Members will receive weekly account statements from RCPA showing all Tire Purchases made during the billing period. Members are responsible for timely payment to RCPA based on these statements. RCPA does not issue separate invoices for each Tire Purchase. This Agreement is not a commitment to buy or sell any particular quantity of products or services, but sets forth the terms and conditions that will apply if any such sales are made.
Member Representations and Warranties. As of the Effective Date and on each date Member or any of its authorized employees makes a Tire Purchase, Member represents and warrants the following to RCPA:
• Member is a commercial enterprise, and no Tire Purchase will be used for personal, household or consumer purposes.
• Member is not registered with FinCEN as a money service business, is not a licensed money transmitter, and is not a payment aggregator or bill payment facilitator.
• Each Tire Purchase will be used solely for authorized and legitimate business purposes and Member will have neither consumer law rights nor remedies available to consumers associated with respect to any purchases, charges, or other activity associated with RCPA’s National Fleet Account.
• Member shall not suffer or permit any third party (including any affiliate of Member) to make a Tire Purchase using Member’s customer ID, account number, or other information identifying Member as an authorized participant in the Program.
• Member’s participation in the Program will not cause RCPA to violate any applicable law, rule, or regulation.
If Member uses, or allows someone else to use, Member’s account information in violation of the above representations and warranties or for any purpose other than as provided herein, RCPA may immediately suspend Member’s participation in the Program.
Hankook Authorized Dealers. Members will place all orders for Tire Purchases directly with a Hankook Authorized Dealer, which is an independent product or service provider authorized by Hankook to deliver tires and related services under this Program. Only Hankook-brand Tire Purchases are eligible for purchase under the Program. Delivery Receipts signed by Member will constitute Member’s acknowledgement of delivery of the Tire Purchases listed on the Delivery Receipt. Member agrees that its receipt and use of any Tire Purchases will constitute acceptance. Hankook Authorized Dealers are independent contractors and not agents of RCPA or Hankook. RCPA is not liable for any act, omission, representation, or warranty of any Hankook Authorized Dealer. The Hankook Authorized Dealer’s participation under this Agreement is voluntary and RCPA is not responsible if a Hankook Authorized Dealer declines to provide the Tire Purchases when requested by Member.
Pricing. RCPA will reflect the pricing for Tire Purchases in the weekly account statements provided to Member, which shall include the aggregate charges for all Tire Purchases made during the billing period, plus any applicable fees disclosed in this Agreement or otherwise communicated by RCPA to Member in writing. RCPA may adjust pricing to reflect any price changes from Hankook, effective immediately and without prior notice. All payments shall be made directly to RCPA (regardless of the fact that the Tire Purchases may be picked up, shipped, or delivered from a Hankook Authorized Dealer).
Payment Terms; Weekly Statements; Fees.
• Obligation to RCPA. Member acknowledges and agrees that Member is not obligated for repayment to Hankook of any amounts owed for Tire Purchases. However, as consideration (in part) for Member’s enrollment in the Program, Member hereby agrees to reimburse RCPA for any credit extended to RCPA by Hankook as a result of Member’s use of the RCPA National Fleet Account, along with any interest, fees or charges that are imposed on Member’s outstanding balances and any fees and charges related to Member’s use of the National Fleet Account. These Terms and Conditions are intended to reflect the costs of credit to RCPA as the primary obligor under the National Fleet Account with Hankook, and that Member, as an authorized Program participant, agrees to be liable to RCPA for Member’s purchases under this Addendum through the Program.
• Billing Statements vs. Hankook Invoices. Member acknowledges that any invoices issued by Hankook in connection with Tire Purchases are provided for informational purposes only. Member’s obligation to pay arises solely under its Tire Program account with RCPA, and Member agrees to remit payment to RCPA as directed in the periodic Tire Program account statements furnished by RCPA. Such statements constitute the exclusive billing notice under this Agreement.
• Weekly Statements. Member acknowledges and agrees that the total amount reimbursable to RCPA under this Addendum shall be the total amount of Member’s Tire Purchases in the immediately preceding billing period plus any fees and charges related to Member’s use of the RCPA National Fleet Account (the “Total Amount Due”). RCPA shall send, or cause to be sent, a weekly account statement to Member by email. The statement will identify the statement date and specify the corresponding payment due date. Member agrees to pay RCPA the Total Amount Due by the applicable due date. Electronic delivery by email shall constitute effective delivery of the statement for all purposes, and Member consents to receiving such statements electronically.
• Returned Payments. If any payment made by Member to RCPA is dishonored or otherwise returned unpaid, RCPA may require Member to pay a $45 Processing/NSF Failure fee to cover internal administrative costs and any processing charges, or the maximum amount permitted under applicable law, whichever is less.
• Late Charges. If Member does not make full payment of the Total Amount Due within 30 days of the applicable due date, then Member shall pay a late payment fee equal to 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, on the delinquent balance until paid in full. Such late payment fee shall be calculated on the outstanding balance as of each month-end and shall not exceed the maximum amount permitted by applicable law.
• Default Interest Rate. In addition, in the event the Total Amount Due is not paid by the due date, then Member may be assessed a default interest charge at a rate equal to the weekly average prime loan rate as published by the Federal Reserve plus 4% per annum. The default interest is assessed on the Total Amount Due (excluding any late fees and any previous default interest charges) for the period of time such amount remains unpaid beyond the due date. In no event will the default interest rate exceed the maximum rate permitted by applicable law.
Tire Purchase Credit Limits Subject to Credit Information. Member’s participation in the Program is subject to weekly credit limits to be established by RCPA in its sole and absolute discretion (the “Credit Limit”). Credit approval and limits are also subject to supplier-imposed limits. RCPA may increase, decrease, suspend, or revoke the Credit Limit at any time without notice. All Tire Purchases will be charged against the Credit Limit. Member may not make Tire Purchases that cause Member’s account to exceed Member’s Credit Limit. Member is unconditionally obligated to pay RCPA in full for all Tire Purchases, regardless of any dispute, claim, or warranty issue with Hankook, any Hankook Authorized Dealer, or any other third party. RCPA may suspend Member’s participation in the Program immediately if required to comply with supplier-imposed credit holds or other restrictions. Member agrees to provide financial information to RCPA as RCPA may request, including, without limitation, annual financial statements within a reasonable time after the request therefor. Member authorizes RCPA and its agents to make any credit investigation as any of them deem necessary and appropriate and to request reports from credit bureaus in connection with this Agreement or the Program.
Security. From time-to-time RCPA may request Member to provide security for the performance when due of Member’s obligations hereunder. Member understands and agrees that it is under no obligation to provide RCPA with such security, but the refusal to provide security when requested may result in adverse credit determinations by RCPA.
Warranty and Returns. All new Hankook tires supplied under this Program are subject exclusively to Hankook’s then-current Limited Warranties. Warranty claims must be submitted to a Hankook Authorized Dealer in accordance with Hankook’s warranty procedures in effect at the time of the claim. Member may not set off or withhold payment to RCPA for any warranty claims or adjustments. Returns are only permitted if Hankook and the Hankook Authorized Dealer approve them. Returns must comply with Hankook’s return policies in effect at the time. Returns will not be accepted if: Requested more than three (3) months from date of the Hankook invoice; Products are not in their original condition or have been used; Products have been discontinued; or Products exceed two (2) years from date of manufacture as shown in the DOT number. To request a return or warranty claim, Member must provide RCPA and Hankook with all required documentation and complete forms as instructed.
Emergency Roadside Services. Hankook may provide Emergency Roadside Service (“ERS”) to Members in the Program. If a truck driven by Member experiences a tire related problem and the vehicle cannot be driven safely, Member may contact the ERS provider for assistance. During this service, if no Hankook tire is available a comparable competitive tire may be used. The Member must be notified of the price of the comparable tire and agree to it as shown on the Delivery Receipt. Tire and related services must be within the Member’s credit limit.
Statement Disputes. Member must notify RCPA and Hankook in writing of any dispute regarding a weekly statement within fourteen (14) days of the statement date. Disputes received after this period will be deemed waived. This shortened period ensures RCPA can meet its thirty (30) day dispute deadline with Hankook. Disputes do not suspend Member’s obligation to pay all undisputed amounts by the due date.
Data Sharing and Use; Confidentiality. Member acknowledges and agrees that RCPA may collect, use, and share information relating to Member’s participation in the Program, including without limitation Member’s account information, transaction history, payment data, and contact details (“Program Data”), in accordance with its Privacy Policy and as necessary to administer the Program, process transactions, evaluate credit, enforce obligations, manage risk, communicate with Member, and comply with applicable law. RCPA may disclose Program Data to suppliers and participating dealers, service providers performing services on RCPA’s behalf, RCPA affiliates, and credit bureaus, financial institutions, or governmental authorities, as permitted by its Privacy Policy. RCPA maintains reasonable administrative, technical, and physical safeguards designed to protect Program Data and requires service providers to use Program Data only for authorized purposes and to maintain appropriate confidentiality and security protections.
Term; Termination. This Agreement is for the initial term of one (1) year and commencing on the Effective Date. Thereafter, the Agreement shall automatically renew for consecutive, successive terms of one (1) year each, unless and until one party provides notice of non-renewal to the other party. Member may cancel its membership in the Program, without giving a reason, at any time by contacting RCPA. RCPA may terminate this Agreement for any reason upon providing (ten) 10 days’ written notice. RCPA may terminate immediately in the event of Member’s breach or default of this Agreement. Grounds for Member’s breach or default of this Agreement include, without limitation: (a) failure of Member to pay any amount from time to time owing under this Agreement; (b) the existence of any bankruptcy, insolvency, reorganization, or similar proceedings involving Member; (c) the appointment of, or Member’s application for, a receiver, trustee, custodian, sequestrator or similar office for Member for a substantial part of its property or assets; (d) the winding up or liquidation of Member; (e) failure to comply with applicable Credit Limits; (f) failure to comply with any obligation, term, or condition of this Agreement or any applicable program terms (including, without limitation, product scope limitations, ordering procedures, and return requirements); (g) failure to provide accurate and complete information requested by RCPA in connection with account setup, credit review, or ongoing eligibility; (h) withholding or setting off any payment to RCPA for warranty, adjustment, or other claims without RCPA’s prior written consent; and (i) Member’s material breach of any provision of this Agreement. Member’s obligation to pay for all outstanding amounts incurred before the effective date of termination of this Agreement shall survive termination.
Limitation of Liability. IN NO EVENT SHALL RCPA BE RESPONSIBLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER RCPA WAS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. RCPA MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Liability of Acts of Members, Employees, and Agents. Member agrees to indemnify, defend, and hold RCPA harmless from any and all liability resulting from the acts of Member and any employees or agents of Member, which acts shall include but are not limited to negligent acts and willful misconduct of such persons, or from the breach by Member of its obligations under this Agreement.
Right of Setoff and Recoupment. RCPA shall have the right to setoff and apply any amounts owing by RCPA to Member against any amounts owing from Member to RCPA pursuant to any Agreement between RCPA and Member or any amounts in the possession of or under the control of RCPA.
Notices; Member Contact. All written notices required to be given by this Agreement shall be deemed to be duly given if delivered personally or sent by U.S. certified mail or overnight courier to RCPA, 5511 Virginia Way, Brentwood, TN 37027, attention: President, with copy to attention: Legal Department; or to Member at the address listed on the Signature Page. In addition to the foregoing, any notice, statement, disclosure, agreement, or other communication from RCPA to Member may be provided by electronic means. Electronic delivery may include, without limitation, sending via email or posting to an online account portal. Member agrees to keep the primary email address and phone number up to date at all times. Member acknowledges and agrees that it is responsible for retaining copies of all communications. Member consents to RCPA’s and RCPA’s affiliates’ contacting Member and Member’s employees concerning RCPA’s and its affiliates’ products and services. Member hereby consents that the means of such contact may include phone calls and/or SMS messages (including through the use of autodialer technology) to Member and Member’s employees mobile or home phone numbers, to the extent such are provided to RCPA by Member.
Waiver of Jury Trial; Binding Arbitration. Except as provided below, Member or RCPA may, without the other’s consent, elect mandatory, binding arbitration for any claim, dispute, or controversy between or among such parties arising from or in any way relating to this Agreement or the relationship of such parties, including without limitation claims regarding the application, enforceability, or interpretation of this Agreement and this arbitration provision, and no matter what legal theory such claims are based on or what remedy (damages, or injunctive or declaratory relief) such claims seek (a “Claim”). The party filing for arbitration must choose one of the following arbitration firms and follow its rules and procedures for initiating (including paying the filing fee) and pursuing arbitration before a single neutral arbitrator: American Arbitration Association or JAMS. All other fees will be allocated as provided by the rules of the arbitration firm and applicable law. Claims subject to arbitration include not only our Claims and your Claims, but also Claims made by or against anyone connected with us or you or claiming through us or you, such as a co-applicant or authorized user of your account, an employee, agent, representative, affiliated company, predecessor or successor, heir, assignee, or trustee in bankruptcy.
Right to Litigate Collection Claims. Notwithstanding the foregoing, either party may pursue a claim for the collection of amounts due under this Agreement through a judicial proceeding in any court of competent jurisdiction in the State of Tennessee. RCPA may, without waiving its right to arbitrate other disputes, elect to initiate a court proceeding to recover unpaid balances, enforce payment obligations, or obtain injunctive relief relating to nonpayment. This exception is limited to direct collection actions and shall not apply to any other claims.
Exclusive Venue for Judicial Proceedings. To the extent any Claim is brought in a court rather than through arbitration (including, without limitation, any action to collect compel arbitration, stay litigation pending arbitration, confirm or vacate an arbitration award, or any individual small claims action), such Claim shall be brought exclusively in a state or federal court located in the State of Tennessee, and the parties irrevocably submit to the personal jurisdiction and venue of such courts.
Can I assert or participate in a class action? To accommodate the right to arbitrate, you agree that you will neither assert, nor participate in, a class action or other representative action or proceeding related to this Agreement, the Tire Purchases, or any other aspect of your relationship with RCPA. Claims must be brought in the name of an individual person or entity and must proceed on an individual (non-class, non- representative) basis.
Who can be a party? The arbitrator will not award relief for or against anyone who is not a party. If you or we require arbitration of a Claim, neither you, we, nor any other person may pursue the Claim in arbitration as a class action, private attorney general action or other representative action, nor may such Claim be pursued on your or our behalf in any litigation in any court. Claims, including assigned Claims, of two or more persons may not be joined or consolidated in the same arbitration.
What Claims are subject to arbitration? All Claims relating to this Agreement or our relationship are subject to arbitration, including Claims regarding the application, enforceability, or interpretation of this Agreement and this arbitration provision. All Claims are subject to arbitration, no matter what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief) they seek. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third- party claims, interpleaders or otherwise; and Claims made independently or with other claims. A party who initiates a proceeding in court may elect arbitration with respect to any Claim advanced in that proceeding by any other party. Claims and remedies sought as part of a class action, private attorney general or other representative action are subject to arbitration on an individual (non-class, non-representative) basis, and the arbitrator may award relief only on an individual (non-class, non-representative) basis.
What time frame applies to Claims subject to arbitration? Claims arising in the past, present, or future, including Claims arising before the opening of your account, are subject to arbitration.
Broadest interpretation. Any questions about whether Claims are subject to arbitration shall be resolved by interpreting this arbitration provision in the broadest way the law will allow it to be enforced. This arbitration provision is governed by the Federal Arbitration Act (the “FAA”).
How does a party initiate arbitration? The party filing an arbitration must choose one of the following arbitration firms and follow its rules and procedures for initiating and pursuing an arbitration: American Arbitration Association (AAA) or JAMS. Any arbitration hearing that you attend will be held at a place chosen by the arbitration firm in the same city as the U.S. District Court closest to your then current billing address, or at some other place to which you and we agree in writing. At any time you or we may ask an appropriate court to compel arbitration of Claims, or to stay the litigation of Claims pending arbitration, even if such Claims are part of a lawsuit, unless a trial has begun or a final judgment has been entered. Even if a party fails to exercise these rights at any particular time, or in connection with any particular Claims, that party can still require arbitration at a later time or in connection with any other Claims.
What procedures and law are applicable in arbitration? A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten years of experience or a retired or former judge, selected in accordance with the rules of the arbitration firm. The arbitration will follow procedures and rules of the arbitration firm in effect on the date the arbitration is filed unless those procedures and rules are inconsistent with this Agreement, in which case this Agreement will prevail. Those procedures and rules may limit the discovery available to you or us. The arbitrator will take reasonable steps to protect your account information and other confidential information if requested to do so by you or us. The arbitrator will apply applicable substantive law consistent with the FAA and applicable statutes of limitations, will honor claims of privilege recognized at law, and will have the power to award to a party any damages or other relief provided for under applicable law. You or we may choose to have a hearing and be represented by counsel. The arbitrator will make any award in writing and, if requested by you or us, will provide a brief statement of the reasons for the award. An award in arbitration shall determine the rights and obligations between the named parties only, and only in respect of the Claims in arbitration, and shall not have any bearing on the rights and obligations of any other person, or on the resolution of any other dispute.
Who pays? Whoever files the arbitration pays the initial filing fee. If we file, we pay; if you file, you pay, unless you get a fee waiver under the applicable rules of the arbitration firm. The arbitrator may allocate all or part of the initial filing fees in the award. If you have paid the initial filing fee and you prevail, we will reimburse you for that fee. All fees will be allocated as provided by the rules of the arbitration firm and applicable law. Each party will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails.
When is an arbitration award final? The arbitrator’s award is final and binding on the parties unless a party appeals it in writing to the arbitration firm within fifteen days of notice of the award. The appeal must request a new arbitration before a panel of three neutral arbitrators designated by the same arbitration firm. The panel will consider all factual and legal issues anew, follow the same rules that apply to a proceeding using a single arbitrator, and make decisions based on the vote of the majority. Costs will be allocated in the same way they are allocated for arbitration before a single arbitrator. An award by a panel is final and binding on the parties after fifteen days has passed. A final and binding award is subject to judicial review and enforcement as provided by the FAA or other applicable law.
Survival and Severability of Terms. This arbitration provision shall survive: (i) termination or changes in the Agreement, the account, or the relationship between you and us concerning the account; (ii) the bankruptcy of any party; and (iii) any transfer, sale or assignment of your account, or any amounts owed on your account, to any other person or entity. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force. Any different agreement regarding arbitration must be agreed to in writing.
Governing Law, Venue, and Jurisdiction. This Agreement shall be governed by and construed exclusively in accordance with the laws of the State of Tennessee, without regards to any applicable principles of conflicts of law. A dispute that is not subject to arbitration under Section 17 of this Agreement shall be brought in a state or federal court located in Tennessee; and we and you each irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts of Tennessee for the adjudication of all non-arbitral claims.
Class Action Waiver. To the fullest extent permitted by applicable law, Member and RCPA agree that any lawsuit, claim, dispute, or controversy between them shall be conducted and resolved on an individual basis only, and not as part of any class, collective, consolidated, or representative action. Neither Member nor RCPA shall be entitled to join or consolidate claims by or against others or to participate in any lawsuit as a class representative, class member, or in any representative capacity. The parties expressly waive any right to participate in any class, collective, consolidated, or representative proceeding.
Monitoring and/or Recording Communication. Member understands and agrees that RCPA may in its discretion, but is not obligated to, monitor and/or record any telephone calls by Member or its employees and/or agents without any further notice for quality control purposes and for its own protection. RCPA may also monitor, record, and/or make a record of any other communications between Member or its employees and/or agents and RCPA without any further notice, and RCPA may use the resulting information for internal purposes or as may be required by applicable law. Member hereby consents to RCPA’s monitoring and/or recording of any telephone calls and communications with Member or its employees and/or agents. Member acknowledges and understands RCPA may not record all telephone calls or communications, and RCPA does not guarantee that recordings of any particular telephone calls or communications will be retained or be capable of being retrieved.
ACH Authorization. If Member elects to have RCPA initiate payment via ACH, the following shall apply: Member authorizes the bank identified in the Credit Application, ACH Authorization Form, or verbal ACH Authorization to honor ACH debits and credits from RCPA to Member’s bank account. Member represents, warrants and covenants that Member’s designated bank account for payments was established for business purposes and not for personal or household purposes. Member agrees that the bank shall have no obligation to provide Member with notice, advice, or confirmation of any ACH debit or credit, and the bank shall have no liability to Member in connection with any such ACH debit or credit. Member acknowledges that this authorization shall remain in effect until revoked by Member in a written notice delivered to both the bank and RCPA, and such revocation shall not be effective until actually received by both the bank and RCPA, and RCPA and the bank have had a reasonable opportunity to act on such revocation. Member agrees to notify RCPA in writing at least seven (7) business days prior to any change to its designated bank account information. Member further agrees that for a period of 48 hours following RCPA’s confirmation of receipt of such change, Member shall maintain sufficient funds in the existing account to cover any pending or scheduled ACH debits. If any ACH debit is returned unpaid or dishonored for any reason, Member shall indemnify, defend, and hold harmless RCPA from and against any fees, penalties, losses, or expenses incurred by RCPA as a result thereof. RCPA shall have the right to re-initiate any ACH debit that is returned unpaid, to the fullest extent permitted by applicable law. In the event of any erroneous or duplicate ACH credit by RCPA, Member authorizes RCPA to initiate an ACH debit to Member’s account to correct such error and agrees to promptly cooperate with RCPA to facilitate such correction. RCPA shall provide Member with written notice of the cutoff dates applicable to scheduled ACH debits, and Member acknowledges that such cutoff dates may not correspond to the actual posting or settlement date of the transaction, which may occur within 24 to 48 hours following the cutoff date. Member shall ensure that its designated bank account is free of any restrictions or blocks that would prevent RCPA’s ACH debits or credits from being processed and shall indemnify RCPA from any loss or damage resulting from Member’s failure to do so.
Independent Contractors. None of the provisions of this Agreement is intended to create nor shall be deemed or construed to create any relationship between the parties hereto other than that of independent entities contracting with each other hereunder solely for the purpose of effecting the provisions of this Agreement. Neither of the parties hereto, nor any of their respective employees, shall be construed to be the employer of the other. Member and RCPA agree that RCPA is only providing services under this Agreement as an independent contractor.
Taxes. Member is solely responsible for any and all tax related obligations in connection with participation in the Program and the Tire Purchases, including, without limitation, proper withholding and reporting, and Member agrees to indemnify and hold RCPA and its affiliates harmless from any and all liabilities, including interest and penalties, which are or may be imposed on RCPA or any of its affiliates pursuant to any such federal, state and local tax laws and regulations.
Amendments. In addition to its rights set forth elsewhere in this Agreement, RCPA may amend, modify, supplement, or change the terms of this Agreement from time to time in its sole discretion. RCPA will notify Member of any changes by delivering notice to the primary email address or mailing address associated with Member’s account or by posting to RCPA’s website or customer portal. Notice may include a summary of the amendment or a reference or link to the amended Agreement which shall be available at RCPA’s website or customer portal. Member is responsible for reviewing such amendments. Unless a longer notice period is required by applicable law, changes will be effective thirty (30) days after notice is provided. Member’s continued use of the Account after the effective date of any amendment constitutes Member’s acceptance of the amendment. If Member does not agree to an amendment, Member may terminate the Account prior to the effective date by providing written notice and paying all outstanding amounts due.
Miscellaneous. (a) Upon RCPA’s reasonable request, Member agrees to promptly complete and deliver such further documents as necessary or appropriate in connection with this Agreement. (b) Failure to insist upon strict compliance with any of the terms or conditions of this Agreement shall not be deemed a waiver of such term or condition, nor shall waiver or relinquishment of any right or power hereunder at any time be deemed a subsequent waiver or relinquishment of such right or power. (c) This Agreement, including the Signature Page, these General Terms and Conditions, and any other exhibits, schedules or addenda attached hereto and made a part hereof, constitutes the entire agreement of the parties with respect to its subject matter; supersedes all prior agreements and understandings, oral or written, of the parties with respect to this subject matter; and except as expressly set forth herein, may only be modified by a writing signed by RCPA and Member or by Member’s acceptance of additional or substitute terms delivered to Member by RCPA via phone, website, email, text, or such other means as may be elected by RCPA. (d) Any provision of this Agreement that by its nature is intended to survive termination of this Agreement shall so survive and shall remain enforceable after such termination. (e) The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. (f) In case one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or impaired hereby. (g) No provision of this Agreement shall be construed in favor of, or against, any particular party by reason of any presumption with respect to the drafting of this Agreement; both parties, having fully participated in the negotiation of this Agreement, hereby agree that this Agreement shall not be subject to the principle that a contract would be construed against the party which drafted the same. (h) Member may not transfer or assign this Agreement without the prior written consent of RCPA. (i) Member acknowledges and agrees that electronic records and signatures shall have the full legal effect of a writing.

