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AllData PFM Services – Additional Terms

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If purchased by Client, 51�Թ������ճԹ� or its affiliates will provide to Client the data aggregation and other services described below for the fees set forth in the Agreement or applicable fee exhibit.

1. Services. Client may make these Services available to its members or customers, as applicable, (collectively, “End Users”) who have properly enrolled for the AllData PFM Service, and who are authorized to use the AllData PFM Service by Client, in accordance with 51�Թ������ճԹ�’s standard enrollment protocols.

(a) AllData PFM. 51�Թ������ճԹ� will provide aggregation services of an End User’s financial data from the End User’s Client Account(s) and from certain End User’s third party financial institution accounts that are online into a single database for presentation to the End User (“AllData PFM Services”). Unless agreed otherwise by 51�Թ������ճԹ�, End Users can aggregate only their United States and Canadian Accounts.

(b) Consulting Services. 51�Թ������ճԹ� will provide implementation, integration, training and support services for the AllData PFM Services, including any implementation of new or expanded functionalities for such AllData PFM Services, if any, as requested by Client and subject to the mutual, written agreement of the parties in a statement of work or similar document. That statement of work shall specify the terms for such services, including without limitation the fees for such services and the location of performance for such services. Client will reasonably cooperate with 51�Թ������ճԹ� in the implementation of the AllData PFM Services. Specifically for any training services, 51�Թ������ճԹ� will provide such training services to Client’s trainers (in a ‘train the trainers’ environment) as mutually agreed in writing. Client’s trainers will be responsible for training Client’s associates.

2. Performance.

(a) End User Authentication. 51�Թ������ճԹ� is not responsible for authenticating End User credentials for access to the AllData PFM Services.

(b) Support. 51�Թ������ճԹ� will provide "second level" support to Client's designated support representatives, meaning 51�Թ������ճԹ� will accept an initial support inquiry from Client, but not the End Users, and initiate a troubleshooting process. Such support will be available during 51�Թ������ճԹ�’s standard business hours. 51�Թ������ճԹ�'s sole obligation is to provide timely response to Client for requests for support. 51�Թ������ճԹ� will provide Client with access to 51�Թ������ճԹ�’s End User support documentation to assist Client in providing End User support for the AllData PFM Services.

(c) Current Release. Client will perform the duties necessary to be on the then-current commercially-available release of the AllData PFM Service.

(d) Security. Client will give 51�Թ������ճԹ� prompt notice if there is unauthorized access to the “sensitive customer information” (as defined in GLB) of other financial institutions that 51�Թ������ճԹ� provides to Client as part of the AllData PFM Services, including notification to 51�Թ������ճԹ� as soon as possible of any such incident. Client agrees to safeguard confidential, protected, individually identifiable personal information which is received, transmitted, managed, processed, etc., in accordance with all applicable laws.

3. Additional Terms and Conditions.

(a) End User Data. Client and End Users may be required to share with 51�Թ������ճԹ� certain data, including without limitation: the End User’s name, e-mail address, zip or postal code, login and password (collectively, “End User Data”). 51�Թ������ճԹ� and its service providers may use the End User Data for the performance of the AllData PFM Services, in accordance with Gramm-Leach-Bliley Act, its implementing regulations and other applicable laws, including (without limitation) any use to effect, administer or enforce a transaction or to protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability. Provided that the source of the information is not disclosed and the information is used in conjunction with other independent information, 51�Թ������ճԹ� may use, store and disclose End User Data and other such information acquired in connection with the AllData PFM Services in statistical form for pattern recognition, modeling, enhancement and improvement, system analysis and to analyze the performance of the AllData PFM Services.

(b) Compliance.

(i) Client is solely responsible for and shall collect and receive all End User consents, authorizations and permissions related to collecting, receiving or transmitting End User Data. Client represents and warrants to 51�Թ������ճԹ� that it has taken and will continue to take whatever action may be necessary to comply with all applicable laws, rules, statutes and regulations to enable it to offer and provide the AllData PFM Services to its End Users, including, but not limited to, any necessary pre-registrations, consents and authorizations from and notices to its End Users.

(ii) Client shall indemnify and hold harmless 51�Թ������ճԹ�, its officers, directors, employees, and affiliates against any and all claims, actions or other costs and expenses (including reasonable attorneys’ fees) arising from or related to any breach of Section 3(b)(i) above. 51�Թ������ճԹ� shall provide Client with prompt notice of any such claim for indemnification, cooperation in the defense and settlement of such claim, and grant Client control over the defense or settlement of such claim.

(c) Required Modifications. If any modification to any AllData PFM Services is required by law or governmental regulation, 51�Թ������ճԹ� and Client shall use commercially reasonable efforts to comply in a timely manner. 51�Թ������ճԹ� may make any modifications, changes, adjustments or enhancements to the AllData PFM Services that 51�Թ������ճԹ� deems to be suitable.

(d) U.S. Only Services. Client will only make the AllData PFM Services available to End Users who hold U.S. accounts with Client.

(e) Mandatory Terms. Client will include the following mandatory terms in its agreements with its End Users or shall include terms no less favorable to 51�Թ������ճԹ� in any such agreements with End Users.

(i) End User shall follow the standard operating procedures, including without limitation security procedures, with respect to use of the AllData PFM Services.

(ii) End User shall not: (a) transfer or otherwise sublicense the right to use the AllData PFM Services; (b) attempt to copy or otherwise reproduce the AllData PFM Services; (c) attempt to access, decompile, reverse engineer or otherwise derive the source code for the AllData PFM Services; (d) resell or use the AllData PFM Services for the benefit of any other entity other than End User; or (e) alter, remove or fail to include any copyright notice or other proprietary rights notices that appear on any user interfaces related to the AllData PFM Services or authorized reproductions thereof.

(iii) 51�Թ������ճԹ�, as a provider of the AllData PFM Services, shall be entitled to the same liability restrictions and limitations and warranty disclaimers to which Client is entitled under its agreement with its End Users. In Client’s End User or customer agreements, Client shall exclude all implied warranties, including without limitation for merchantability and fitness for a particular purpose, from applying to the AllData PFM Services. In Client’s End User agreements, Client shall also exclude all consequential, special, indirect, incidental, punitive, exemplary and tort damages in connection with the AllData PFM Services and shall include a quantified limitation of liability for direct damages in connection with the AllData PFM Services.