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CheckFree Bill Payment and Delivery Services with Popmoney– Additional Terms

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1. Services. 51�Թ������ճԹ� will provide to Client the services described below and Client will pay the fees set forth in the applicable fees exhibit. 51�Թ������ճԹ� and/or its Affiliates provide the services described below (“Services”) which permit Client’s customers (“Customers”) to initiate and authorize payments from their accounts (“Accounts”) to payees (“Payees”) that Customers have selected in advance to receive payments by means of the Services unless otherwise described below.

(a) General Bill Delivery and Payment Services Terms. This Section 1(a) applies to all of the Services described below, except for Section 1(d) (Electronic Remittance Service), Section 1(f) (Customer Care (Care Assist)), Section 1(g)(Implementation and Related Services) and as otherwise set forth below.

(i) Payment Execution. 51�Թ������ճԹ� will provide the Services to Customers who have been approved for enrollment pursuant to procedures and criteria mutually agreed upon by 51�Թ������ճԹ� and Client. 51�Թ������ճԹ� will execute the delivery of all payments as instructed by a Customer unless one or more of the following conditions occurs: (a) erroneous or incomplete information is provided by the Customer; (b) insufficient funds are available in the Account (including without limitation due to a closed or frozen Account); (c) a Payee cannot or will not accept a payment delivered by 51�Թ������ճԹ�; or (d) the Customer does not follow 51�Թ������ճԹ�’s operating instructions. For each remittance processing day, 51�Թ������ճԹ� debits Customers via an ACH debit for applicable transactions.

(ii) Method of Payment. 51�Թ������ճԹ� will determine the method of payment for Customer payments via the Services. These methods include, but are not limited to, the following: the Automated Clearing House Network; other electronic payment processing networks; direct Payee transfer; paper checks drawn on a corporate account of the Services; or paper drafts drawn on the Accounts.

(iii) Late Payment Commitment. 51�Թ������ճԹ� will bear the responsibility for any late payment related charges up to fifty dollars ($50.00) should a payment arrive after the due date displayed within the Services as long as the Customer scheduled the payment in accordance with the applicable Service's Terms of Service (defined below).

(iv) Risk of Loss. 51�Թ������ճԹ� shall be responsible for Transaction Losses (defined below) solely to the extent that (a) 51�Թ������ճԹ�’s debit of a Customer’s account for the transaction was returned for an insufficient available balance from the Customer regardless of funding method (e.g., NACHA Reason Codes R01 (Insufficient Funds) or R09 (Uncollected Funds)), but not if due to a closed or frozen Customer Account with Client or due to any actual or alleged fraudulent or criminal conduct, as reasonably determined by 51�Թ������ճԹ�, or (b) solely with respect to the Popmoney Service (described in Section 1(e)(i) below) 51�Թ������ճԹ� permitted a transaction that exceeds the Limits (defined below in Section 1(e)(iii)). 51�Թ������ճԹ� will have the right to collect funds against such Transaction Losses for which 51�Թ������ճԹ� is responsible. Client shall be responsible for all other Transaction Losses regardless of the amount or circumstance of the Transaction Loss and, with respect to Popmoney Services, regardless of whether or not the Sender, Recipient, Receiver or Requestor is a customer of Client. Without limiting the preceding sentence, Client will research reports that it receives from any Customer that an unauthorized transaction has occurred through the Services, and for funding any Transaction Losses or other amounts due Customers or another party resulting from such unauthorized transaction. As part of the Services under these terms, 51�Թ������ճԹ� is in no way responsible for authenticating Customer credentials for access to the Services. Client acknowledges that with respect to the Service transactions, Client or its Customer is the Originator under the ACH Operating Rules. Client and 51�Թ������ճԹ� agree to notify the other in the event of fraud being investigated by either party as it relates to the Services; such notification should be made within 2 business days after the party learns of the issue. “Transaction Loss” is a loss that occurs because the associated Services transaction was rescinded as unauthorized or has been returned and is un-collectable.

(v) Credit Screen. 51�Թ������ճԹ� will conduct standard credit screening. Generally, the credit screen will be a review of the Customer’s credit history (a soft inquiry), which does not affect the Customer’s credit rating, nor does the fact a soft inquiry has been made appear on the Customer’s credit report that may be obtained by another institution for credit decision purposes. 51�Թ������ճԹ� will use the results of such soft inquiry only to set risk parameters in determining the method of payment for the Customer’s payments via the Services and as otherwise described for Popmoney (defined below in 1(e)(i)), to set parameters used in establishing the Limits and method of payment and conduct risk assessment.

(vi) Threatening Conditions. If 51�Թ������ճԹ� reasonably believes that a Service, or Client’s or any Customer’s conduct in using a Service (including, without limitation, a Customer intentionally initiating fraudulent or unauthorized transfers, account access or violating any agreement under which it has been provided access to the Services) violates any applicable laws, rules, regulations or industry standards, or otherwise poses a threat to 51�Թ������ճԹ�’s or any 51�Թ������ճԹ� client’s system (including without limitation any 51�Թ������ճԹ� system), security, equipment, processes, intellectual property or reputation (“Threatening Condition”) and if, in the reasonable and good faith determination of 51�Թ������ճԹ�, the Threatening Condition poses an imminent or actual threat (including without limitation regulatory investigation, inquiry or penalty), Client agrees that 51�Թ������ճԹ� may suspend any and all use of the applicable Service until such Threatening Condition is cured. 51�Թ������ճԹ� will promptly notify Client of such suspension, including the identity of the affected Customer(s) as needed, and both parties will use reasonable efforts to cure or cause the correction of the Threatening Condition following such notice. 51�Թ������ճԹ� may terminate Client’s and/or Customer’s use of the applicable Service without further requirement of notice if the Threatening Condition remains uncured more than thirty (30) calendar days after Client is notified of the Threatening Condition.

(vii) Bill Delivery Service. On behalf of Client, 51�Թ������ճԹ� will operate a bill delivery service (“Bill Delivery”) to allow Customers to electronically receive, via the Services described below in Section 1(b), summary and graphically detailed billing information, billing terms and conditions, and merchant customer care contact information. Customers can select from a pre-defined list of Payees to receive electronic bills. Once the Customer has activated the Bill Delivery Service for a Payee, the Customer will begin to receive future bills electronically within the Service. Publishing of Client’s own internal bills for distribution is not covered under these Terms and Conditions.

(viii) Overnight Check Service. The overnight check service (“Overnight Check”) provides the capability for Customers to schedule certain paper payments to be delivered within 1 business day after the deemed business date such payment was scheduled rather than the standard multi-business day window. If available for a Payee, the Service's user-interface will display the earliest business day the payment can arrive. Additionally, the Service's user-interface will display a configurable fee to be charged to the Customer on behalf of Client.

(ix) Same-Day Bill Payment Service. The same-day bill payment service (“Same-Day Bill Payment”) provides the capability for Customers to schedule certain electronic payments to be delivered on the same business day as scheduled, rather than the standard next-business day window. If available for a Payee, the Service's user-interface will display the earliest business day the payment can arrive. Additionally, the Service's user-interface will display a configurable fee to be charged to the Customer on behalf of Client.

(x) Bill Discovery Service. The bill discovery service (“Bill Discovery Service”) enables the automatic searching, identification, and retrieval of information about Customer's Payees and bills based on matching information about the Customer's identity. As part of the Bill Discovery Service, a 51�Թ������ճԹ�-approved consent is required for each Customer to authorize the access and use of information from the Customer’s consumer report from a credit bureau, and 51�Թ������ճԹ�’s biller network to perform the Bill Discovery Service.

(xi) PFM/Banking Service. If enabled by Client and 51�Թ������ճԹ� pursuant to a mutually agreed upon statement of work, 51�Թ������ճԹ� will provide bill payment and, as mutually agreed in writing, certain other electronic banking services which can be accessed through the Quicken and QuickBooks, third party personal finance management (PFM) software made available by Intuit to its customers who are also Customers (“PFM/Banking Service”). For the avoidance of doubt, other than the processing of bill payment transactions received from Customers through Quicken and/or QuickBooks (via the OFX 1.0.2 standard only), 51�Թ������ճԹ� does not provide any support whatsoever associated with Quicken or QuickBooks. CheckFree Small Business, as well as Sections 1(a)(vii) (Bill Delivery Service), 1(a)(viii) (Overnight Check Service), 1(a)(ix) (Same-Day Bill Payment Service) and 1(a)(x) (Bill Discovery Service) do not apply to the PFM/Banking Service. 51�Թ������ճԹ� will have the right to discontinue the PFM/Banking Service upon twelve (12) months’ notice to Client.

2. CheckFree RXP and/or CheckFree Small Business.

(i) Service Description. The CheckFree RXP (“CheckFree RXP”) and/or CheckFree Small Business (“CheckFree Small Business”) Service(s) is an Internet/World Wide Web server application that offers payment and bill delivery features and functionality. 51�Թ������ճԹ� will host a CheckFree RXP site and/or CheckFree Small Business site (“Subsite”) for access by Customers through Client’s web site. 51�Թ������ճԹ� will be responsible for the Subsite development, appropriate system operations, system redundancy and maintenance of the operating system. Sections 1(a)(viii) (Overnight Check Service), 1(a)(ix) (Same-Day Bill Payment Service), 1(a)(x) (Bill Discovery Service) and 1(b)(ii) (Online Education Center) do not apply to, and the Services described in such Sections are not available for, CheckFree Small Business.

(ii) Online Education Center. 51�Թ������ճԹ� will make available video tutorials and “click-through” web-based demonstrations for CheckFree RXP and, as made available in 51�Թ������ճԹ�’s sole discretion, limited video tutorials and Web-based demonstrations for certain other Services provided under these terms. “Online Education Center” means such tutorials or such demonstrations or both, as designated by Client for purchase below. The Online Education Center tutorials and demonstrations are hosted by 51�Թ������ճԹ� or a 51�Թ������ճԹ� service provider and are not available for download or storage by Clients. Client shall have the right to display the Online Education Center in Client’s own web site or other web sites, in accordance with then-current 51�Թ������ճԹ�’s written specifications, which are available upon request. 51�Թ������ճԹ� shall have the right to replace the Online Education Center with substantially similar content. 51�Թ������ճԹ� shall have the right to terminate the Online Education Center upon one hundred eighty (180) days prior written notice to Client for any or no reason; if 51�Թ������ճԹ� exercises such right, then 51�Թ������ճԹ� will issue a pro rata refund to Client for any fees paid by Client for the Online Education Center after the date of such termination. Client grants 51�Թ������ճԹ� and 51�Թ������ճԹ�’s service providers a nonexclusive license to display Client’s trademark or similar brand features in the Online Education Center. 51�Թ������ճԹ� will comply with any written branding guidelines provided by Client together with such brand features; if 51�Թ������ճԹ� does not do so, then Client’s sole and exclusive remedy shall be to notify 51�Թ������ճԹ� in writing of such breach of guidelines, and terminate 51�Թ������ճԹ�’s right to use such brand features if 51�Թ������ճԹ� does not cure such breach thirty (30) days after receiving such notice.

3. FraudNet. FraudNet (“FraudNet”) is a service that provides an automated and scalable system to aid in fraud detection. 51�Թ������ճԹ� will provide to Client the FraudNet Service described in these terms, solely in connection with CheckFree RXP and/or CheckFree Small Business bill payment Services provided hereunder, and Client will pay the fees set forth in the applicable fee exhibit. FraudNet uses various layers of fraud detection and alert levels when identifying and storing fraud data. FraudNet monitors and profiles consumer behaviors and merchant transaction activities that are suspicious or unusual. 51�Թ������ճԹ� and/or its Affiliates have developed a dynamic negative file database (“Negative File Database”) that is integrated into FraudNet to identify repeat offenders. 51�Թ������ճԹ� may also use other third party databases in connection with providing FraudNet.

(i) 51�Թ������ճԹ� Responsibilities.

A. 51�Թ������ճԹ� will from time-to-time develop and implement new detection schemes and rules in FraudNet.

B. 51�Թ������ճԹ� will generate cases for all alerts originating from FraudNet, and will perform necessary research (including contacting Client, and, when applicable, Customers).

(ii) Client Responsibilities.

A. Client will designate personnel with the skills to review and assist in research when necessary, and Client will notify 51�Թ������ճԹ� of such personnel’s contact information (and any changes thereto) for the purpose of 51�Թ������ճԹ� contacting Client with regard to alerts, cases and other matters related to FraudNet.

B. Client acknowledges that data gathered from confirmed cases will be utilized to detect fraud for other 51�Թ������ճԹ� clients. Client grants 51�Թ������ճԹ� permission to use such data to further the detection and prevention of fraud; however, no proprietary consumer information is shared or viewable by other 51�Թ������ճԹ� clients, other than reasonably necessary information, such as Customer name.

C. Client shall use FraudNet only for transactions originating from the respective 51�Թ������ճԹ� bill payment Service and not other types (e.g. Client debit card). Continued use of FraudNet is contingent on Client fulfilling its payment obligations pursuant to the Agreement.

D. Client will notify 51�Թ������ճԹ� within 24 hours after becoming aware of any fraud cases originating from the 51�Թ������ճԹ� bill payment Service that were not detected by FraudNet.

4. Electronic Remittance Services. 51�Թ������ճԹ� has developed payment and service systems to maximize the electronic delivery of payments, and to minimize or eliminate the use of paper drafts and checks. In cases where Client is the Payee, 51�Թ������ճԹ� will collect and electronically deliver payments (“Payments”) submitted by Customers, debited from Customer’s designated Accounts (the “Debit Entries”) to Client as the Payee.

Where 51�Թ������ճԹ� has received the funds prior to remitting the Payment to Client (known as “Good Funds”), there will be no limit (unless indicated otherwise in the “Internal Lines of Business – Electronic Remittance” section (hereinafter the “Internal Lines of Business Activation Process”) of the 51�Թ������ճԹ� “Data Gathering Form” (hereinafter the “DGF”) completed separately by Client) on the amount of a single Payment, and the eligible Payment will be transmitted through the electronic interface. If Client elects to limit the daily amount of any single Payment through the electronic interface, such amount shall be indicated in Internal Lines of Business Activation Process section of the DGF, and individual Payments in excess of such amount will be made by paper draft or check.

The Payments’ data will be 100% in balance with the expected amount of funds every day. The associated Payments’ funds for each Internal Line of Business will be deposited electronically in the designated account per Client’s instructions in the Internal Lines of Business Activation Process section of the DGF, and be available for use no later than the business day following the date of transmission of the data records.

No Payment transmitted hereunder may be rejected by Client unless the account data for such Payment is incorrect or incomplete or the account is blocked or closed. It is Client’s responsibility to (i) retrieve remittance data each day; (ii) promptly post the Payments; (iii) maintain current contact and notification information with 51�Թ������ճԹ�; and, (v) maintain security of any user ID and password information.

51�Թ������ճԹ� and Client mutually agree that if a Payment from a Customer of Client, which is transmitted by 51�Թ������ճԹ� to Client, or to an agent of Client, does not post, it may be necessary for 51�Թ������ճԹ� to contact Client in an attempt to resolve the problem (a “Contact”). Client acknowledges that when 51�Թ������ճԹ� makes a Contact, it is doing so as agent for the Customer, and Client agrees to provide the Customer information requested by 51�Թ������ճԹ�.

Client accepts full financial responsibility for the dollar amount of Debit Entries originally credited to Client and returned unpaid to 51�Թ������ճԹ� that were originated by 51�Թ������ճԹ� for Payments, irrespective of the reason for the return. Client agrees that 51�Թ������ճԹ� is authorized to initiate a debit of Client’s designated bank account (see Internal Lines of Business Activation Process of the DGF) in the amount of the returned Debit Entries on the day 51�Թ������ճԹ� notifies Client of the return.

Client acknowledges that Payments will not be transmitted electronically in the following circumstances:

(i) Where the Customer banks at a financial institution that is not accessible through the Automated Clearing House;

(ii) Where the Customer’s Client account number is incomplete, incorrect or otherwise fails the account number edit procedures established by 51�Թ������ճԹ� and Client; or

(iii) For a Payment in excess of the amount indicated in Internal Lines of Business Activation Process portion of the DGF, if applicable.

Upon termination or expiration of these terms, if 51�Թ������ճԹ� and Client desire to maintain an electronic remittance relationship, the parties must enter into a separate mutually agreed upon remittance agreement (with a mutually agreed upon remittance method, which may be different than that under these terms, and with mutually agreed upon pricing) prior to termination or expiration of these terms.

5. Popmoney Third Party Transfer Services.

(i) Popmoney Third Party Transfer Services. If identified with a fee in the applicable fee exhibit, 51�Թ������ճԹ� will provide consumer third party transfer services (“Popmoney”) that allow transfers to accounts owned by persons (both individuals and organizations, including without limitation, charitable organizations) other than the designated Customer. These may include: (a) transfers to known third parties, where the Customer (the “Sender”) provides the required account information of the third party ( “Recipient”) (hereinafter referred to as “Known Third Parties”); (b) transfers to persons where the Sender provides the contact information of the Recipient or Receiver through which such Recipient or Receiver receives transaction notifications (e.g. an email address and/or mobile phone number) (a “Token”), as further described in the specifications made available by 51�Թ������ճԹ� (the preceding subsections (a) and (b) are referred to as “Send Money”); and (c) sending requests for payment (“Request Money”) through the Service to the Token of other natural, individual persons and the ability to view as well as pay requests for payment received through such Service from other natural, individual persons. For the Request Money functionality, the Customer may be a Receiver and/or a Requestor. For purposes of these Terms and Conditions, a “Receiver” means a natural, individual person who receives a Request Money request through the Popmoney Service and a “Requestor” means a natural, individual person who sends a Request Money request to a Receiver through the Popmoney Service; if such request is accepted, Requestors subsequently become Recipients. Client may make the Services available to Customers who have properly enrolled for an applicable Service, and who are authorized to use that Service by Client, in accordance with these terms and the Agreement and 51�Թ������ճԹ�’s standard enrollment protocols. For the avoidance of doubt, all services indicated as provided by 51�Թ������ճԹ� to Customers (including the collection of required account information of a Receiver or Recipient, whether from the Customer, Receiver or Recipient) are provided by 51�Թ������ճԹ� solely in its capacity as a service provider for, and on behalf of, Client, and are “Services” for purposes of these terms. Sections 1(a)(i) (Payment Execution), 1(a)(iii) (Late Payment Commitment), 1(a)(vii) (Bill Delivery Service), 1(a)(viii) (Overnight Check Service), 1(a)(ix) (Same-Day Bill Payment Service) and 1(a)(x) (Bill Discovery Service) do not apply to, and the Services described in such Sections are not available for, Popmoney Third Party Transfer Services.

(ii) Customer Service Database. 51�Թ������ճԹ� may provide Client with one or more identification numbers, passwords and/or other means of identification and authentication (collectively “Password”) to access 51�Թ������ճԹ�’s customer service database. Client agrees to: (i) take reasonable steps to safeguard the confidentiality and security of the Password; (ii) limit access to its Password to persons who have a need to know such information; (iii) notify 51�Թ������ճԹ� promptly if Client has any reason to believe the security or confidentiality required by this provision has been or may be breached; and (iv) immediately change the Password if Client knows or suspects that the confidentiality of the Password has been compromised in any way. 51�Թ������ճԹ� may provide Client with access to an online database containing recipient information (e.g., name and bank name) in connection with the Services. Client will access the database only: (a) to effect, administer, or enforce transactions that result from the Services; (b) to protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability related to the Services; (c) for internal audit and regulatory examination purposes; (d) to resolve consumer disputes or inquiries involving transactions that result from the Services, or (e) as permitted to access certain customer and transaction information in 51�Թ������ճԹ�’s possession, and shall only use the recipient information of non-Client users within such database to complete Service transactions and for regulatory purposes. Client shall limit access to such database to its trusted employees and shall closely and regularly monitor such employees’ use of such database to ensure compliance with this provision. Client shall protect the database from security breaches at Client by establishing, maintaining and updating policies, procedures, equipment and software that are designed to safeguard the security and integrity of the Client computer systems used to access the database.

(iii) Risk Processes. 51�Թ������ճԹ� will abide by its standard risk and fraud detection procedures and processes related to Customers’ use of the Services as may be updated or modified from time to time (“Risk Procedures”). 51�Թ������ճԹ� will make available a summary of its then-current procedures and processes to Client upon request, including without limitation prior to commencement of the Services. For purposes of this Section, “Limits” means default transaction limitations, which may or may not include without limitation amount limitations, velocity limits and, if applicable to the Service, transaction speed limitations that are documented within the Service. As part of the Services under these Terms and Conditions, 51�Թ������ճԹ� is in no way responsible for authenticating Customer credentials for access to the Services. Client acknowledges that with respect to Service transactions, Client is the Originator (as defined in the ACH Rules) of Service transactions under the Operating Rules of the National Automated Clearing House Association (the “ACH Rules”).

(iv) Risk Procedures. Client shall reasonably cooperate with 51�Թ������ճԹ�’s Risk Procedures, including (i) promptly responding to 51�Թ������ճԹ�’s reasonable requests to verify account ownership or any 51�Թ������ճԹ� fraud investigation with respect to an Account held at Client, regardless of the transaction origin; (ii) promptly sending returns information to 51�Թ������ճԹ� via an ACH returns file, chargeback process, or daily batch feeds, as mutually agreed; (iii) requesting and obtaining a Written Statement of Unauthorized Debit signed and completed by its claimant or Customer prior to initiating a debit return pursuant to the ACH Rules; and (iv) if 51�Թ������ճԹ� has to provide a Letter of Indemnity, hold harmless letter or related documentation (each an “LOI”) to another financial institution to recover Transaction Losses and there is a claim made under the LOI, then Client shall be responsible for all amounts relating to such claim, including without limitation, the settlement amount and attorney fees.

(v) Access by Client Employees. If Client employees or associates access the Services on behalf of Customers, then Client shall be responsible for the authentication and authorization of such employees and associates, as well as all resulting access and use of the Services and the User Data (defined below) and other Customer, Recipient, Receiver and Requestor information, if applicable.

(vi) Recovery of Transaction Losses.

A. Regardless of who bears the Transaction Loss on a particular transaction, 51�Թ������ճԹ� will, in its capacity as a service provider for, and on behalf of Client, attempt to recover the Transaction Loss from Customer and Client shall provide 51�Թ������ճԹ� with reasonable assistance in recovering such loss.

(1) Resubmission and Offsets. If pursuant to the Service a credit is released and the corresponding debit or a portion of any such debit has failed, 51�Թ������ճԹ� reserves the right to resubmit or issue a new debit transaction for the uncollected portion of such debit. If 51�Թ������ճԹ� is unable to recover the uncollected portion of the debit, then 51�Թ������ճԹ� may additionally debit any of the Customer’s other accounts that are accessible via the Services to offset the uncollected portion.

(2) Compensation and Assignment. If 51�Թ������ճԹ� is unable to recover the Transaction Loss from the Customer and Client is responsible for such Transaction Loss pursuant to Section 1(a)(iv) then Client shall compensate 51�Թ������ճԹ� for such loss within 3 business days of receiving notice from 51�Թ������ճԹ�. Notwithstanding anything to the contrary in the Agreement, Client hereby assigns to 51�Թ������ճԹ� the right to collect the Transaction Loss from the Customer for which 51�Թ������ճԹ� is responsible pursuant to Section 1(a)(iv) and agrees that 51�Թ������ճԹ� may report the circumstances and amounts associated with such Transaction Losses to any credit bureau.

B. Suspensions. 51�Թ������ճԹ� may suspend or deny access to Customers, Requestors (if applicable), Receivers (if applicable) and/or accounts associated with such Customers, Requestors, Receivers and/or any counterparties if it receives any returns from an account associated with them, whether with Client or another financial institution, if 51�Թ������ճԹ� is owed Transaction Losses in connection with the applicable Customer, or if 51�Թ������ճԹ� anticipates any potential losses arising from any such account(s), including without limitation due to concerns regarding fraud.

(vii) Obligations to Customers, Recipients, and Receivers.

A. As between Client and the Customers, Client will be solely liable to Customers for completion of the Popmoney transfers described in Section 1(e)(i) hereof by payment of good funds in the correct amount and in a timely manner to the Recipient’s bank account (regardless of whether the bank account information was provided by Customer or collected from the Recipient) and is the “financial institution” for purposes of Popmoney transactions and their compliance with applicable laws. Without limiting the preceding sentence, Client will at all times remain responsible for making any consumer whole in connection with any failure to transmit money through the Services, and Client shall not contract with or otherwise agree with any Customer to any terms in violation of this Section.

B. Notwithstanding anything to the contrary in the Agreement, Client will indemnify, defend and hold harmless and release 51�Թ������ճԹ� and its Affiliates and their officers, directors, and employees from and against any claims, actions and other proceedings by a Customer relating to the Popmoney Service or arising out of or relating to Client’s breach of its obligation to make any consumer whole as set forth in the preceding sentence in Section 1(e)(vii)(A). The foregoing indemnification obligation shall not be subject to any limitations on Client’s liability otherwise set forth in the Agreement. Client shall, at its own cost and expense, not subject to reimbursement, defend all such actions, suits or proceedings, and satisfy all judgments, orders or decrees with respect to the foregoing, and 51�Թ������ճԹ� shall provide Client with prompt notice of any claim for indemnification, cooperation in the defense and settlement of such claim, and grant Client control over the defense or settlement of such claim.

(viii) Receipts. Receipts for applicable Services provided to Customers by Client will be provided by Client and contain contact information for Client and no details regarding 51�Թ������ճԹ�.

(ix) Transaction Limits. 51�Թ������ճԹ� will establish and document Limits for or within the Services for Client, which Client may review. Limits may also be set by 51�Թ������ճԹ� at the individual Customer level. Client may override such Limits but in such event will be responsible for all and guarantees the full dollar amount of Transaction Losses within the Limits selected by Client, without any financial contribution from 51�Թ������ճԹ�, and agrees to fund 51�Թ������ճԹ� the full amount of transactions up to the Limit regardless of the availability of funds in the Customer’s Account, notwithstanding anything in Section 1(a)(iv) to the contrary. Customers of the Services may perform transfers only within the Limits established by Client or 51�Թ������ճԹ� as applicable.

A. Client-Level and Customer-Level Limits. If 51�Թ������ճԹ� (a) identifies a sudden unanticipated increase in Transaction Losses and believes it prudent to take immediate action to reduce Limits, (b) is responsible for Transactions Losses pursuant to Section 1(a)(iv) exceeding (i) for good funds transfers, 0.1%, (ii) for next day transfers, 0.5%, of the total dollar amount of transactions processed on behalf of Client in the applicable rolling 3 business day period, or (c) identifies an unanticipated risk increase as to an individual Customer, based on 51�Թ������ճԹ�’s risk assessment tools, then as to each of the preceding cases, 51�Թ������ճԹ� shall have the right at any time but not the obligation to (x) reduce Limits in an amount and for a duration determined by 51�Թ������ճԹ� in its sole discretion, (y) process transactions using a “good funds only” model, and/or (z) suspend the Popmoney Service. Client will promptly work with 51�Թ������ճԹ� to analyze the cause of such losses and to take appropriate measures to remedy their cause.

(x) Additional Terms and Conditions.

A. User Data.

(1) Clients, Customers (and Recipients, Receivers and Requestors for purposes of the Popmoney Services) may be required to share with 51�Թ������ճԹ� certain data, including without limitation: (a) the Customer's, Recipient’s, Receiver’s or Requestor’s name, e-mail address, zip or postal code; and (b) Account information (e.g. financial data, user identification, login and password and personal information (including without limitation birth date, IP address and Social Security number), as well as the ABA Routing and Transit Number that are specific to an Customer's, Recipient’s or Requestor’s Account) (collectively, “User Data”). 51�Թ������ճԹ� and its service providers may use the User Data solely for the performance of the Services on behalf of Client, in accordance with the 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. If Recipients, Receivers and Requestors elect to enter into direct contractual relationships with 51�Թ������ճԹ�, then 51�Թ������ճԹ� shall also have the right to use the User Data of such parties pursuant to such relationships. 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 User Data and other such information acquired in connection with the Services in statistical form for pattern recognition, modeling, enhancement and improvement, system analysis and to analyze the performance of the Services.

(2) 51�Թ������ճԹ� may supply User Data to any law enforcement agency if 51�Թ������ճԹ� or any 51�Թ������ճԹ� client has suffered or may reasonably be expected to suffer a loss as a result of fraudulent or suspicious activity performed by the Customer, Recipient, Receiver or Requestor. Client shall identify a representative as a point of contact or a subject matter expert if such law enforcement agency requires supplementary information on such Customer, Recipient, Receiver or Requestor.

(3) 51�Թ������ճԹ� may retain all User Data during and after these terms or the Agreement expires for audit, regulatory compliance, risk management purposes and as permitted by applicable law and regulations and/or to the extent it is required to do so in connection with payment network or organization rules and regulations or similar applicable industry requirements.

(4) Without limiting anything herein or any provisions of the Agreement, for the avoidance of doubt, the parties hereby agree that the User Data of Customers is customer information of Client for purposes of the Gramm-Leach-Bliley Act and its implementing regulations.

B. Credentials. For certain Services, 51�Թ������ճԹ� will provide one or more identification numbers, passwords and/or other means of identification and authentication (collectively “Credentials”) to access certain functionalities of the Services. All Credentials shall at all times be considered 51�Թ������ճԹ� Information.

C. Required Modifications. If any modification to any Services is required by law or governmental regulation, or is necessary based on any payment processing requirements, 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 Services that 51�Թ������ճԹ� deems to be suitable.

D. U.S. Only Services. Client will only make the Services available to Customers who hold U.S. accounts with Client.

E. Popmoney Branding. Client will display the Popmoney Marks (defined below) on all web site pages of Client’s web site that contain links or references to the Popmoney Service and all marketing materials for the Popmoney Service in accordance with this Section. “Popmoney Marks” means the trademarks, service marks, logos and other distinctive brand features relating to the Popmoney Service that 51�Թ������ճԹ� makes available to Client under these terms. Subject to the terms and conditions of the Agreement, 51�Թ������ճԹ� grants to Client during the applicable term a non-exclusive, nontransferable right to display the Popmoney Marks, solely in connection with Client’s use of the Popmoney Service. Client will comply with the Popmoney Marks guidelines (including the Popmoney Brand Standards and Usage Guide) established by 51�Թ������ճԹ�, as updated and made available to Client from time to time. All ownership in or to the Popmoney Marks and all goodwill associated with Popmoney Marks will remain with and inure to the benefit of 51�Թ������ճԹ�. Client will not use any of the Popmoney Marks in any manner likely to confuse, mislead, or deceive the public. If in its reasonable judgment 51�Թ������ճԹ� determines that Client’s use of the Popmoney Marks dilutes or diminishes the Popmoney Marks or the goodwill, quality or services associated with any of the Popmoney Marks, then 51�Թ������ճԹ� will give notice to Client of such issues, and if the issues are not resolved within 5 business days of Client’s receipt of such notice, then 51�Թ������ճԹ� will have the right to terminate the Popmoney Marks license in this Section upon notice to Client. Client will have no right to sublicense, transfer or assign the license rights in this Section without the prior, express, written approval of 51�Թ������ճԹ�. Client hereby permits 51�Թ������ճԹ� to display Client’s name and any logos or similar brand features made available to 51�Թ������ճԹ� in a list of clients for the Popmoney Services that 51�Թ������ճԹ� makes available on the Popmoney web site or any successor personal payments service web site.

F. In the event of termination or non-renewal of these terms or the Agreement, Client shall: (a) comply with all applicable laws, including laws governing notification of Customers prior to discontinuation of the use of the Services; and (b) be financially responsible for any transactions returned on any of its Customers’ Accounts after the termination date, whether or not the returns are proper and timely. Following receipt of Client’s written certification of Client’s compliance with the foregoing, 51�Թ������ճԹ� will, for a period not to exceed sixty (60) days, continue to process transactions that were initiated prior to the effective date of termination (e.g., returns).

G. Notwithstanding anything in these terms or the Agreement, 51�Թ������ճԹ� has the right to discontinue the Popmoney service upon twelve (12) months’ notice.

(xi) THIRD PARTY TERMS (cannot be modified by Client).

A. Third Party Verification and Authentication. Client acknowledges and agrees that verification and authentication services will be only used for the purpose of verifying the identity of the Customer and will not be used, in whole or in part, as a basis for determining the eligibility of an Customer for credit, insurance or employment or to take ‘adverse action,’ as defined in the Fair Credit Reporting Act or similar laws. Client will not copy or retain any authentication questions or the Customers’ answers to such questions or use such questions for purposes other than identity verification and Customer authentication, except (i) as required by law or and (ii) that Client shall be permitted to use and retain the pass/fail indication returned by the Services along with any related explanatory information/codes for risk management or other internal purposes permitted by law. Client will not reverse engineer or create derivative works based on the identity verification and authentication elements of the Services (or the technology used to provide such Services).

B. Customer License and Consent. Client hereby consents to 51�Թ������ճԹ�’s disclosure of the User Data to certain 51�Թ������ճԹ� supplier(s) solely in connection with the verification and authentication of the Customers and subject to these terms and the Agreement. Client acknowledges that such verification and authentication services are proprietary and confidential and shall be treated as 51�Թ������ճԹ� Information under the Agreement. Client grants to 51�Թ������ճԹ� and 51�Թ������ճԹ�’s applicable supplier(s) a non-exclusive, non-transferable, except as provided herein, right to use, copy, store, modify and display the User Data solely to the extent necessary to provide the Services pursuant to this Agreement. Client represents that it has obtained all necessary Customer agreements or consents as may be reasonably required to grant such license rights to 51�Թ������ճԹ� and its suppliers.

6. Customer Care (Care Assist).

(i) Definitions. Client has the option of having 51�Թ������ճԹ� provide Full Service Customer Care or having 51�Թ������ճԹ� provide only Back Office Customer Care. “Full Service Customer Care” is defined as 51�Թ������ճԹ�’s Customer support responsibilities which include, but are not limited to: (a) answering incoming calls and e‑mails from Customers; and, (b) opening Services payment research cases on the Customer Care System, as further described below. “Back Office Operations Customer Care” is defined as 51�Թ������ճԹ�’s direct support to Client for Customers, and includes, but is not limited to, researching and processing Services payment cases received by Client and contacting Payees regarding payment research cases received; Back Office Operations Customer Care does not include direct communications between 51�Թ������ճԹ� and Customers.

(ii) Full Service Customer Care. If selected in the applicable fee exhibit, 51�Թ������ճԹ� will provide Full Service Customer Care, with the exception of Client’s responsibilities for marketing/selling any products and handling banking transaction inquiries and any inquiries not related to the Service. 51�Թ������ճԹ� will receive and respond to all incoming calls and e-mails from Customers regarding the Service. 51�Թ������ճԹ� will research all Service payment inquiries received from Customers, which includes, but may not be limited to, contacting the Payee by telephone on behalf of the Customer, and forwarding proof of payment to Payee on behalf of Customer. Client will verify accuracy, completeness, and readability of all account information provided by the Customer. Client will refer Customers to 51�Թ������ճԹ� customer service if Customer is inquiring about bill payment transactions. Client will notify 51�Թ������ճԹ� of Customer account changes, including, but not limited to, Account number changes, Customer name, address or telephone changes, and changes to status of Account, such as closed Account.

(iii) Back Office Operations Customer Care. If selected in the applicable fee exhibit, Client will provide customer care directly to Customers, and 51�Թ������ճԹ� will provide Back Office Operations Customer Care to Client for all Service payment research cases received from Client. Client will use the Customer Care System (defined below) to provide customer care. Client will log in the Customer Care System all incoming calls and e-mails from Customers pertaining to the Service. Client will receive and respond to all incoming calls and e-mails from Customers, and Client will forward to 51�Թ������ճԹ� via the Customer Care System all bill payment inquiries received from Customers which require Payee contact or research to resolve. 51�Թ������ճԹ� will research all bill payment research cases received from Client through the Customer Care System, which includes, but may not be limited to, contacting the Payee by telephone on behalf of the Customer, and forwarding proof of payment to Payee on behalf of Customer. 51�Թ������ճԹ� will send all research results to Client via the Customer Care System.

(iv) Customer Care Systems. 51�Թ������ճԹ�’s customer care system (“Customer Care System”) is an account tracking system that contains Customer bill payment data, and aids 51�Թ������ճԹ� and/or Client in performing support for a Customer of the Services. If applicable to the customer care servicing model utilized, and for payment of any applicable fees, 51�Թ������ճԹ� provides the Customer Care System security access form to Client on-line, and 51�Թ������ճԹ� processes all requests and provides Client with user IDs. Each of Client’s employed personnel who access the Customer Care System (“Client Representative”) will choose individual passwords when signing on to the Customer Care System. Client will provide the Client Representatives with necessary equipment. Client will establish and monitor internal procedures which limit one user ID to one Client Representative. Client and Client Representatives will not share Customer Care System user IDs and passwords. 51�Թ������ճԹ� reserves the right to change security procedures established for the Customer Care System and will make information about such changes available to Client. Client will comply with 51�Թ������ճԹ�’s standard operating procedures for the Customer Care System. Client will: (a) take reasonable steps to safeguard the confidentiality and security of the user IDs and passwords; (b) limit access to the user IDs to persons who have a need to know such information; (c) notify 51�Թ������ճԹ� promptly if Client has any reason to believe the security or confidentiality required by this provision has been or may be breached; (d) promptly inform 51�Թ������ճԹ� if Client knows or suspects that the confidentiality of the user IDs have been compromised in any way; and, (e) access the Customer Care System only to administer transactions that result from the Services. Client shall closely and regularly monitor Client Representatives’ use of the Customer Care System to ensure compliance with this provision. Client shall protect the Customer Care System from security breaches at Client by establishing, maintaining and updating policies, procedures, equipment and software that are designed to safeguard the security and integrity of the Client computer systems used to access the Customer Care System.

(v) Limitations. If 51�Թ������ճԹ� determines, in its reasonable discretion, that any support issues are caused by any action of Client or its Customers, including without limitation abuse or misuse of the Services, any modification or addition to the Services not authorized or performed by 51�Թ������ճԹ� or any failure of Client to maintain its technology or the Services, or any other circumstance outside of 51�Թ������ճԹ�’s control, then 51�Թ������ճԹ� reserves the right to charge for any work performed by 51�Թ������ճԹ� in investigating such problem at 51�Թ������ճԹ�’s then-current rates. Any troubleshooting or assistance requested by Client in connection with any such problems shall be provided at 51�Թ������ճԹ�’s sole discretion and at 51�Թ������ճԹ�’s then-current rates.

7. Implementation and Related Services.

(i) Generally. Each party will make available management and technical personnel and will work with the other party in accordance with a mutually agreed upon written implementation plan to implement the Services. Any other services are subject to the mutual, written agreement of the parties.

(ii) Training. 51�Թ������ճԹ� will provide training resources on the Services to Client’s trainers (in a ‘train the trainers’ environment) during the first year of the Services. Client’s trainers will be responsible for training Client’s associates. 51�Թ������ճԹ� and Client may mutually agree to additional training requirements to meet the ongoing needs of Client, at 51�Թ������ճԹ�’s then-current training fees. If any training hereunder is not performed at 51�Թ������ճԹ�’s location, Client will also pay for travel and other appropriate expenses for 51�Թ������ճԹ� personnel involved in such training.

8. Client Obligations and Responsibilities.

(a) Compliance.

(i) Warranties. 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 (and any interpretations thereof and rules promulgated thereunder), including, but not limited to, the USA Patriot Act, the federal Bank Secrecy Act, federal and state laws and regulations relating to money transmission, currency reporting and the prevention of money laundering, any rule or regulation issued by a regulatory body, including the U.S. Office of Foreign Assets Control, the Electronic Fund Transfer Act and its implementing Regulation E, and the bylaws and operating regulations of any payment network or organization through which transactions are being processed, to enable it to offer and provide the Services to its Customers, and to otherwise register and activate Customers to make use of the Services and other 51�Թ������ճԹ� services that may be provided under these terms, including, but not limited to, any necessary pre-registrations, consents and authorizations from and notices to its Customers. The parties acknowledge and agree that 51�Թ������ճԹ� is relying on Client's performance as described in this Section in 51�Թ������ճԹ�’s performance of the Services.

(ii) Indemnification. Notwithstanding anything to the contrary in the Agreement, Client will indemnify, defend, and hold harmless and release 51�Թ������ճԹ� and its Affiliates and their officers, directors, and employees from and against any claims, actions and other proceedings, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to any breach of the preceding representation and warranty or this Section 2(a) (Compliance). The foregoing indemnification obligation shall not be subject to any limitations on Client’s liability otherwise set forth in the Agreement. 51�Թ������ճԹ� shall provide Client with prompt notice of any claim for indemnification, cooperation in the defense and settlement of such claim, and grant Client control over the defense or settlement of such claim.

(iii) Records. Client shall maintain all records and prepare and file any necessary forms, reports or other documentation, including without limitation, suspicious activity reports or currency transaction reports required to be filed in accordance with laws applicable to Client. Client shall immediately notify 51�Թ������ճԹ� of instances of suspected fraud, money laundering, terrorist financing, or other illegal activities determined within Client's reasonable discretion and involving the Services. Client will not use Customer Social Security numbers or Federal Employer Identification Numbers in the account numbers that Client designates within the Service; 51�Թ������ճԹ� will not be responsible for any resulting liability if Client violates this sentence.

(b) Operating Procedures and Terms of Service.

(i) Terms of Service. Client will require Customers to follow 51�Թ������ճԹ�’s standard operating procedures with respect to use of the Services as described by 51�Թ������ճԹ� from time to time. Client will also enter into a written agreement regarding the Services with Customers (“Terms of Service”) and require the Customers to follow the Terms of Service. Client acknowledges that the Terms of Service are between Client and its Customers, not 51�Թ������ճԹ�.

(ii) Sample Terms. As part of 51�Թ������ճԹ�’s standard Services documentation it generally provides to its financial institution clients, 51�Թ������ճԹ� may make available to Client sample general terms and conditions that Client may consider in establishing the Terms of Service. Any terms that are required by 51�Թ������ճԹ� to be present in such terms and conditions without substantial modification will be marked as such; Client will not substantially modify such marked terms and conditions without the prior, written approval of 51�Թ������ճԹ�. Furthermore, if 51�Թ������ճԹ� provides sample terms and conditions and Client elects to modify such terms and conditions, then 51�Թ������ճԹ� will not be (i) obligated to host or support such modified terms and conditions, unless the parties agree otherwise in writing, or (ii) responsible for any Customer complaints or legal claims that result from such modifications.

(iii) In its Terms of Service or other governing agreement between Client and the Customers for the Services, Client will include (i) disclaimers of incidental, indirect, consequential, special, punitive, and exemplary damages; and (ii) quantified limitations on direct damages that, with respect to both (i) and (ii), may be claimed or alleged by such Customers arising out of or relating to the Services. Such disclaimers and limitations must extend to Client’s third party suppliers or providers (but do not need to specifically reference 51�Թ������ճԹ�). Client will enforce such disclaimers and limitations in claims, lawsuits and proceedings brought by Client’s Customers. In addition, regarding Popmoney, Client shall disclose in the Terms of Service that (i) Client is the sole party liable to Customers for transfers conducted using the Popmoney Service; and (ii) as between Client and the Customers, Client is solely liable to Recipients and Receivers to the extent any liability attaches in connection with the Popmoney Service.

(c) No Payee Contact; Client Employees. Client understands that all Payee contact is 51�Թ������ճԹ�’s responsibility, and Client will not contact Payees at any time on behalf of Customers. If Client employees or associates access the Services on behalf of Customers, then Client shall be responsible for authentication and authorization of such employees and associates, as well as all resulting access and use of the Services and the User Data and other Customer, Recipient, Receiver and Requestor information, if applicable.

(d) Payee Data. At the time the Agreement or these terms are terminated or expire, if Client is not then in uncured default of any payment obligations under the Agreement or these terms, Client shall be entitled to receive from 51�Թ������ճԹ� records or lists equivalent in content to 51�Թ������ճԹ�'s standard Authorized Vendor/Payee List (which contains the Customer-inputted Payee name, Payee address and Payee account number) for each of Client's Customers on 51�Թ������ճԹ�'s file in 51�Թ������ճԹ�’s standard format and at 51�Թ������ճԹ�’s standard fees. Client shall bear the cost of all programming and processing that may be necessary to render the information usable to Client.

(e) Client Site. Client is responsible for registering and maintaining the registration of Client’s Internet address. Client will maintain editorial control over and be solely responsible for maintaining Client’s web site and providing access through it to the Services. Client will connect to the Services using Single Sign-On (SSO) technology, unless otherwise agreed in writing. Client is solely responsible for regulatory compliance of its web site and its functionalities with all relevant federal, state and local laws, rules and regulations.

(f) Client Content. If applicable, Client will provide any content for incorporation in any manner into the Subsite to 51�Թ������ճԹ� in HTML format, or will pay for conversion of such content to HTML at 51�Թ������ճԹ�’s then-current hourly rate or at an otherwise agreed upon project-specific price. Client is responsible for providing all such content in accordance with 51�Թ������ճԹ�’s guidelines for the Subsite. Client will obtain all necessary permissions and licenses (including trademark licenses), if any, required for Client and 51�Թ������ճԹ�’s use of Client content incorporated into the Subsite and of linkages provided by Client from the Subsite to third-party Web sites (other than linkages provided by 51�Թ������ճԹ�).

(g) Releases. Client will use commercially reasonable efforts to make corresponding changes to its systems to use the then-current release of the applicable Service, but in any case will not be on any release of the applicable Service after such release is discontinued by 51�Թ������ճԹ�. 51�Թ������ճԹ� will provide each release of the Services for at least 24 months after making such release generally available to its clients of the applicable Service. 51�Թ������ճԹ� will inform Client at least 6 months prior to discontinuing a release of the Services, unless required to discontinue earlier for security or legal reasons. If Client is in violation of the first sentence of this Section, then 51�Թ������ճԹ� reserves the right to upgrade Client to a release of the Services that complies with such sentence. All Feature Packs for the Services are mandatory and will be placed into production when made generally available to all 51�Թ������ճԹ� clients for the applicable Services, with the sole exception of any specific functions within a Feature Pack that require a separate written agreement between Client and 51�Թ������ճԹ� for any fees for such function.

9. Postage. Notwithstanding any provision to the contrary in these terms or the Agreement, if the United States Postal Service raises its postage rates, 51�Թ������ճԹ� may, without prior notice to Client, increase its fees commensurately. Such increase in postal charges shall become effective coincident with the effective date of the United States Postal Service increase in such charges.

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