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Account Processing Services (DNA) – Additional Terms

1. SERVICES.

(a) Description of Services. Client will convert to 51�Թ������ճԹ�’s DNA data processing system (or if the Agreement is for a renewal of DNA then Client agrees to continue using DNA) (“DNA System” which shall be deemed part of the defined term “51�Թ������ճԹ� System”) and 51�Թ������ճԹ� will provide Client the services described below (“DNA Services”).

(b) Implementation Services. 51�Թ������ճԹ� shall, to the extent possible, convert machine readable Client files provided by Client or its third party vendor to make them compatible with the 51�Թ������ճԹ� System used to provide the DNA Services. If the Agreement is for a renewal of DNA Services, implementation terms shall apply only to the new Deliverables added at the time of such renewal.

(i) Project Planning. The parties will meet at a mutually agreeable time to review required implementation tasks, set dates for such tasks, and establish a mutually agreeable implementation and conversion plan in accordance with 51�Թ������ճԹ�’s then current guidelines for installation and implementation of the DNA Services. After such project planning meeting, 51�Թ������ճԹ� will prepare a project plan specific for Client’s conversion to the DNA Services. Upon receipt of such plan, Client agrees to assign the necessary personnel resources to the tasks identified in such plan. Client will install, configure and make fully operational any computer hardware and software by the scheduled date(s) specified in the plan.

(ii) Conversion Services. Client agrees that limited account history will be converted as part of the conversion process and that not all information in Client’s existing database will be converted. Client will complete multiple and thorough reviews of the data that 51�Թ������ճԹ� converts based on information that is provided by Client (itself or through its current account processing vendor). With respect to any additional account history or data that Client desires 51�Թ������ճԹ� to convert from programs not provided by 51�Թ������ճԹ�, 51�Թ������ճԹ� will charge Client for such services at 51�Թ������ճԹ�’s then current fees for such services.

(iii) Data. Client will provide 51�Թ������ճԹ� with all information necessary for 51�Թ������ճԹ� to convert Client’s data as set forth in the plan including, without limitation, the following: (A) current copies of all data files containing information to be converted on established industry media; (B) electronically formatted file descriptions defining the contents of the data files; and (C) copies of all printed reports pertaining to the information contained within the data files. Client is responsible for the accuracy and completeness of all Client files provided to 51�Թ������ճԹ� during the conversion. 51�Թ������ճԹ� is not responsible for any damages incurred as a result of any data provided by Client or Client’s third party vendors.

(c) Interfaces. 51�Թ������ճԹ� will provide Client access to the existing interfaces or extract files identified in the applicable fee exhibit for sharing of information from or to the 51�Թ������ճԹ� System (“Interfaces”). For Interfaces developed and maintained by 51�Թ������ճԹ�, 51�Թ������ճԹ� shall only be responsible for maintaining such Interface to meet the specifications provided to 51�Թ������ճԹ� in writing. Any changes to or new Interfaces will be subject to additional charge. For Interfaces to be developed and maintained by Client or its third party vendor, 51�Թ������ճԹ�’s sole obligation will be to provide interface specifications and if such specifications are to be provided to a third party they will not be shared until such third party agrees to 51�Թ������ճԹ�’s written agreement to protect the confidentiality of such specifications. Access to and use of any Interface is subject to 51�Թ������ճԹ� entering into or having a reasonable agreement with such third party and such agreement remaining in full force and effect. 51�Թ������ճԹ� shall not be liable for any delay or failure to receive access to or use such Interfaces maintained by Client or third party vendors, or any 51�Թ������ճԹ� provided Interface for which the third party system is not accessible for reasons outside of 51�Թ������ճԹ�’s control or due to third party interface specifications changes made without reasonable prior notice to 51�Թ������ճԹ� for development and testing of any updates for use of such specifications.

2. ADDITIONAL TERMS.

(a) Client-Side Applications. In connection with Client’s use of the DNA Services, Client will be required to install and maintain certain programs on Client’s servers or at Client’s branch locations for Client’s systems to coordinate with and pass data to and from the 51�Թ������ճԹ� System (the “Client Side Applications”). Client Side Applications are 51�Թ������ճԹ� Information owned by 51�Թ������ճԹ� or its third party licensors. 51�Թ������ճԹ� hereby grants Client a limited, personal, non-exclusive, non-transferable right and license to use Client Side Applications during the term of the DNA Services and solely for Client’s own internal use of and access to the DNA Services. Client shall update all Client Side Applications within 45 days after 51�Թ������ճԹ� provides or makes available any updates thereto. 51�Թ������ճԹ� shall not be responsible for any errors in Client’s data or processing in the 51�Թ������ճԹ� System caused by Client’s failure to implement or maintain the most current version of the Client Side Applications. Client shall not decompile, disassemble, interpret, reverse engineer, translate, or otherwise determine or attempt to determine any source code, algorithms, or underlying ideas of the Client Side Applications.

(b) To the extent 51�Թ������ճԹ�’s performance hereunder is dependent, in whole or in part, on the proper performance of Client, 51�Թ������ճԹ� shall be released, discharged and exonerated from its performance hereunder if Client has not performed.

(c) Third Party Provided Services. Client agrees that it is purchasing certain third party provided services through 51�Թ������ճԹ� if fees for the applicable third party services are in the applicable fee exhibit (the “Third Party Services”), and Client agrees that for such Third Party Services 51�Թ������ճԹ� is a reseller of such services and these Third Party Services are subject to these additional terms. Fees for Third Party Services set forth in the applicable fee exhibit remain subject to increase based on the Agreement and/or the agreement Client has with the applicable Third Party Services provider. Third Party Services and all second line customer support for such services is provided by the applicable Third Party Services provider. In connection with the Third Party Services, 51�Թ������ճԹ� will provide (i) first line customer support to Client employees; and (ii) remit payment of fees paid by Client that are due to the applicable Third Party Services provider. FISERV HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE THIRD PARTY SERVICES. EXCEPT FOR THE IMPLEMENTATION AND SUPPORT OBLIGATIONS EXPRESSLY PROVIDED BY FISERV HEREUNDER AND ITS OBLIGATIONS TO REMIT PAYMENT RECEIVED FROM CLIENT TO THE THIRD PARTY SERVICES PROVIDER, FISERV WILL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH THE THIRD PARTY SERVICES. IN NO EVENT WILL FISERV BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND/OR OTHER DAMAGES WHATSOEVER, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT FISERV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

(i) Instant Open Services. Instant Open Services are provided by Financial Vision LLC (“fiVISION”) (or its successor) subject to the terms and conditions of a separate written agreement between Client and fiVISION. 51�Թ������ճԹ� will provide initial configuration, implementation and training services for Instant Open Services, unless otherwise agreed by fiVISION.

(ii) IBS Services. Intelligent banking services (“IBS Services”) are provided by Intelligent Banking Solutions Inc. (“IBS”) (or its successor) subject to the terms and conditions of a separate written agreement between Client and IBS.

(iii) Ensenta Services. The images capture or Ensenta Services (the “Ensenta Services”) are provided by Ensenta Corporation (“Ensenta”) (or its successor) subject to the terms and conditions of a separate agreement between Client and Ensenta. Ensenta will provide initial configuration, implementation and training services for Ensenta Services.

(iv) Lenderlink. The Lenderlink interfaces and related manager services (“Loan Services”) are provided by Lowenstein and Associates, PC (“Lowenstein”) (or its successor) subject to the terms and conditions of a separate agreement between Client and Lowenstein. 51�Թ������ճԹ� will provide first line support for Lowenstein, all other services will be provided by Lowenstein.

(d) DNA Toolkit. The DNA Services include access to the DNA Toolkit, is listed in the applicable fee exhibit, which is comprised of a license to DNAcreator and DNA Full Use API, subject to the additional terms in this subsection.

(i) DNACreator. DNACreator with Training is and shall remain subject to Client’s registering through and agreeing to all terms and conditions for DNACreator as set forth in the DNACreator Click-Wrap License and Development Agreement agreed upon by Client as licensee through such aforementioned link.

(ii) DNA Full Use API.

A. “API Plans” means the specifications, documentation and materials provided by 51�Թ������ճԹ� to Client, regardless of format, for the purpose of Client’s development of the Developed Interface(s). The specific API Plans provided are as set forth below.

B. “Approved Vendor” means Client’s third party vendor who has licensed such vendor’s software to Client or provides Client with outsourcing services using such vendor’s systems for which Client has requested and received written approval from 51�Թ������ճԹ� to provide the API Plans for creation and maintenance of a Developed Interface. Prior to permitting any Approved Vendor access to such API Plans, Client shall first request of 51�Թ������ճԹ� a non-disclosure agreement for 51�Թ������ճԹ�, Client and such third party vendor to execute with appropriate confidentiality and use protections for the API Plans, such form will be provided by 51�Թ������ճԹ� (or 51�Թ������ճԹ� may confirm in writing to Client that such confidentiality agreement with the third party vendor is already in place) and work with 51�Թ������ճԹ� to obtain such third party vendor’s agreement to the terms of such confidentiality and use for the API Plans.

C. “Developed Interface(s)” means interface(s) developed by Client and/or Client’s Approved Vendor, using the API Plans for Client to connect non-51�Թ������ճԹ� systems with 51�Թ������ճԹ�’s software licensed to Client or systems used to provide outsourced services to Client. If any Developed Interface to a 51�Թ������ճԹ� system is used for outsourced services, Client and/or the Approved Vendor shall also be required to comply with all 51�Թ������ճԹ�’s security and connection protocols for Developed Interfaces into the applicable 51�Թ������ճԹ� data center and system.

D. LICENSE. Subject to the terms and conditions of this Agreement, 51�Թ������ճԹ� grants Client a limited, non-exclusive, non-transferable, non-assignable license to use the API Plans solely for Client’s and/or Approved Vendor’s development, maintenance and use of a Developed Interface solely for transmission and sharing of Client’s data between 51�Թ������ճԹ� software or systems and Client or Approved Vendor’s software or systems and such Developed Interface may only be used during the term of Client’s agreements with 51�Թ������ճԹ� for the DNA product. This license to use the API Plans includes the right to make such copies of the API Plans or documentation related thereto as is reasonably necessary for Client’s internal and/or Approved Vendors use of the API Plans to develop and maintain the Developed Interface(s). API Plans and related documentation are 51�Թ������ճԹ� Information. Client shall not make the API Plans or related documentation related to the API Plans available in any manner to any third party except for Approved Vendors.

E. API SUPPORT SERVICES. 51�Թ������ճԹ� will provide Client with certain support services for the API Plans. “API Support Services” means that 51�Թ������ճԹ� will offer support to the Client’s designated technical support contact concerning the use of the then-current release and the then-immediately prior release of the API Plans. Support is provided by telephone and electronic mail during 51�Թ������ճԹ�’s then-current support hours and consists of the following: (a) questions pertaining to API Plans functionality; and (b) questions and issues related to updates to the API Plans. Upon Client’s receipt, updates to the API Plans released by 51�Թ������ճԹ� will be deemed API Plans. Client is responsible for the registration, support, maintenance, update and upgrade of any third party products that may be required for the Developed Interface(s), its implementation and/or its use. Unless otherwise agreed by the parties, the API Support Services includes up to 40 hours of API Support Services during the first year and up to 5 hours of API Support Services in each subsequent year of the term. Unused hours shall expire at the end of each applicable year and will not roll into subsequent years. Client shall be responsible for any and all interaction with Approved Vendors with regard to creation and maintenance of the Developed Interface(s). Any professional services requested by Client as to the Developed Interface(s) shall be subject to 51�Թ������ճԹ� resource availability and hours in excess of those included with API Support Services are provided on a time and materials basis calculated using 51�Թ������ճԹ�’s then current fees for such services.