51�Թ������ճԹ�

Bank Intelligence Services – Additional Terms

1. Description of Services. If purchased by Client, 51�Թ������ճԹ� will provide to Client the following Services (the “Bank Intelligence Services”):

(a) The Bank Intelligence Services include the functionality specified below:

Services	Details
BankAnalyst® Financial & Risk	Profitability, Efficiency & Risk Analysis
Strategist Financial Training Services Included	Up to 2 live custom training web conferences annually and unlimited access to training webinar library and online access to recorded training and support web conferences.
Strategist Financial & Risk Planning Services Included	Up to 6 live institution-specific strategic web conferences annually.
BankAnalyst® Market	Franchise Growth Analysis
Strategist Market Training Services Included	1 live custom training web conferences annually and unlimited access to training webinar library and online access to recorded training and support web conferences.
Strategist Market Planning Services Included	Up to 3 live institution-specific strategic web conferences annually pertaining to Client's existing branch network.

(b) 51�Թ������ճԹ� will provide Client access to the Bank Intelligence Services via a browser-based solution to communicate with the applicable 51�Թ������ճԹ� system. Client’s employees may access, develop and print certain reports from the Bank Intelligence Services.

(c) To the extent applicable to the Bank Intelligence Services, 51�Թ������ճԹ� shall provide a reasonable amount of Internet based training through either web conference, group webinar, or the provision of video-stream recorded sessions at mutually agreeable dates and times as 51�Թ������ճԹ� finds necessary to enable Client personnel to become familiar with Bank Intelligence Services, for the fees, if any, set forth in the applicable fee exhibit.

(d) If Client desires to receive an additional function, analysis or report as part of the Bank Intelligence Services, Client will execute an amendment provided by 51�Թ������ճԹ�, and Client will purchase the additional function, analysis or report at 51�Թ������ճԹ�’s then-current fees, and such additional function, analysis or report will then be deemed part of the Bank Intelligence Services and be subject to these terms.

(e) 51�Թ������ճԹ� shall provide the Bank Intelligence Services that 51�Թ������ճԹ� controls in a 7 x 24 environment, subject to reasonable downtime for maintenance. 51�Թ������ճԹ� will attempt to limit its downtime to those hours of operation least impacted by Client usage, when such options are available. Client acknowledges and agrees that the Bank Intelligence Services may be subject to unavailability due to congestion or overload on public circuits supplied by third parties or due to downtime by such third parties. 51�Թ������ճԹ� agrees to provide reasonable customer support to Client during normal business hours which are 8:30 a.m. to 5:00 p.m., Eastern Time Zone, Monday through Friday, excluding 51�Թ������ճԹ� holidays.

2. Client Responsibilities.

(a) Client will not disclose and/or distribute any portion of the Bank Intelligence Services, including without limitation the BankAnalyst® or CUAnalyst℠ decision support tools provided as part of the Bank Intelligence Services and/or any of the output provided to or accessed by Client as a result of using the Bank Intelligence Services (“Output”), to any third party, by any manner, including via any form of on-line technology (i.e., the Internet, etc.) or otherwise without the prior written consent of 51�Թ������ճԹ�.

(b) Client will not: (i) decode, decompile or reverse engineer the Output; or (ii) distribute or market any derivative work based on the Output.

(c) Client will not use the Output as a factor in determining the eligibility for personal credit, insurance, employment or any other purpose for which a consumer report may be used under the Fair Credit Reporting Act or in any way that could result in adverse action or disparate treatment under the Equal Credit Opportunity Act.

(d) Client will designate appropriate Client personnel for training in the use of the Bank Intelligence Services and will cooperate with 51�Թ������ճԹ� personnel in their performance of the Bank Intelligence Services as needed.

(e) Client will use, and will instruct its employees to use, the Bank Intelligence Services in accordance with such reasonable rules as may be established by 51�Թ������ճԹ� from time to time as set forth in any materials furnished by 51�Թ������ճԹ� to Client.

(f) Client assumes exclusive responsibility for the consequences of any instructions it may give to 51�Թ������ճԹ�, and for Client’s and/or its employees’ failures to access the Bank Intelligence Services properly in a manner prescribed by 51�Թ������ճԹ�.

(g) Client will obtain and maintain any equipment and technology necessary to access and use the Bank Intelligence Services.

(h) Client acknowledges and understands its responsibility and liability as they relate to Client's access to the Internet, and 51�Թ������ճԹ� assumes no responsibility, liability or control over Client’s or its employees’ access to the Internet. Client acknowledges that access to the Bank Intelligence Services shall be across public and private lines and that 51�Թ������ճԹ� has no control over such lines or the information available from non‑51�Թ������ճԹ� sources.

(i) Client will provide 51�Թ������ճԹ� with all mutually agreeable customer data in the format designated by 51�Թ������ճԹ� for receipt of the Bank Intelligence Services (“Data”). Client will not send or provide access to 51�Թ������ճԹ� to any account, tax or social security numbers of any customers of Client. Client will not send or provide access to 51�Թ������ճԹ� to any data or information of any customer that has elected to opt out of any marketing or other services from Client or any of its service providers.

(j) 51�Թ������ճԹ� may provide any Data to 51�Թ������ճԹ�’s third party demographer(s) in order to have the Data standardized and to have household information segmentation appended to the Data, and 51�Թ������ճԹ� may store encrypted Data on the applicable 51�Թ������ճԹ� system to integrate such Data into reports to be provided as part of the Bank Intelligence Services. 51�Թ������ճԹ� may send Data to a third party service provider(s) to use and include the Data in a suppression list when the Client orders customer lists from 51�Թ������ճԹ� for marketing purposes as part of Client’s receipt of the Bank Intelligence Services.

(k) Client represents and warrants that it has all necessary rights and authority to provide Data to 51�Թ������ճԹ�. Client acknowledges and agrees that it is responsible for ensuring itscustomers are provided with any applicable privacy disclosures and obtaining any necessary consents prior to submitting any Data to 51�Թ������ճԹ� or any third party service provider of 51�Թ������ճԹ�.

(l) Client shall: (i) use Bank Intelligence Services only in conjunction with lawful purposes; (ii) comply with all applicablelaws, rules and regulations in connection with its receipt of Bank Intelligence Services; and (iii) not to use the Bank Intelligence Services for any activities in violation of any laws or regulations, including, but not limited to, wrongful transmission of copyrighted material, sending of threatening or obscene materials, or misappropriation of exportation of trade or national secrets.

3. Additional Terms. The following additional terms apply to the Bank Intelligence Services:

(a) Third Party Providers. If 51�Թ������ճԹ�’s agreement with any of its third party service providers terminates for any reason, 51�Թ������ճԹ� may terminate all portions of the Bank Intelligence Services impacted by such termination upon notice to Client.

(b) Additional Terms.

(i) IHS Terms. With respect to the portion of the Bank Intelligence Services that contain data, information, or other deliverables provided by 51�Թ������ճԹ�’s third party subcontractor, IHS Global Inc. (including any affiliate, successor or assign thereof, “IHS”), the following shall apply:

ANY PORTION OF IHS' PRODUCTS THAT MAY BE EMBEDDED OR INCLUDED IN THE BANK INTELLIGENCE SERVICES ARE PROVIDED BY IHS ON AN “AS IS” BASIS AND IHS DOES NOT WARRANT THE COMPLETENESS OR ACCURACY OF ITS PRODUCTS OR INFORMATION, THAT CLIENT’S USE OF IHS’ PRODUCTS OR INFORMATION WILL BE ERROR FREE, OR THAT THE RESULTS OBTAINED WILL BE SUCCESSFUL OR WILL SATISFY CLIENT’S REQUIREMENTS. IHS ALSO DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, RELATING TO THE CLIENT’S USE OF SUCH PRODUCTS OR INFORMATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. CLIENT ASSUMES ALL RISK IN USING THE RESULTS OF SUCH PRODUCTS OR INFORMATION.

Notwithstanding any warranties set forth in the Agreement, all warranties made by or on behalf of 51�Թ������ճԹ� or its third party providers, including without limitation all warranties set forth in the Agreement, are affirmatively disclaimed and excluded for purposes of the IHS portion of the Bank Intelligence Services.

(ii) Claritas Terms. Client is expressly prohibited from using segment assignments: (A) in conjunction with Internet cookies; (B) to compile a directory or cross reference file(s) that discloses the unique one-for-one segment assignment for a geographic unit; (C) in an advertising application via mobile devices, the Internet or cable set-top boxes without an additional specific license grant from 51�Թ������ճԹ�; or (D) for the purpose of selecting geographies for online advertising without an additional specific license grant from 51�Թ������ճԹ�. The Output may not identify the unique one-for-one segment assignment for any level of geography (e.g., linking a block group or ZIP+4 to a specific segment), unless aggregated to include not less than 3 segments.

(iii) In addition to the foregoing, Client acknowledges that it is required to accept certain other terms and conditions on the Bank Intelligence website before using the Bank Intelligence Services, and Client agrees that its use of the Bank Intelligence Services is subject and conditioned on acceptance of and compliance with all such terms and conditions. The link to such terms and conditions on the website is http://bankintelligence.fiserv.com/cms/terms.jsp.

��