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CheckFree Bill Payment and Delivery Services – Additional Terms

On the terms and subject to the conditions set forth below, 51�Թ������ճԹ� and Client hereby enter into these CheckFree Bill Payment and Delivery Services Additional Terms (these “Additional Terms”), and agree that these Additional Terms shall be incorporated into and made subject to the provisions of the Agreement.

1. Services. 51�Թ������ճԹ� will provide to Client the services described in these Additional Terms and Client will pay the fees set forth in the Fee 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(e) (Customer Care (Care Assist)), Section 1(f)(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; virtual card remittance; 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 Additional Termsd the payment in accordance with the applicable Service's Terms of Service (defined below in Section 2(b)(i)).

(iv) Risk of Loss. 51�Թ������ճԹ� shall be responsible for Transaction Losses (defined below) solely to the extent that 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�. 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. 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 Additional 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 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 two (2) business days of the party learning 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.

(vi) Threatening Conditions. If 51�Թ������ճԹ� reasonably believes that a Service, or Client’s or 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 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)(i), 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 Additional Terms.

(viii) Overnight Check Service. The overnight check service (“Overnight Check”) provides the capability for Customers to Additional Terms certain paper payments to be delivered within one (1) business day after the deemed business date such payment was Additional Termsd 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 Additional Terms certain electronic payments to be delivered on the same business day as Additional Termsd, 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� provides 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 three hundred sixty-five (365) days’ notice to Client.

(b) 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) Real-time Enrollment. If Client uses a non-51�Թ������ճԹ� online banking service or mobile banking service, then, subject to a mutually agreed statement of work, Client can request access to real-time enrollment Web services (“RTE”) which Client will use solely to update Customer information within the CheckFree RXP and/or CheckFree Small Business Service, as applicable. 51�Թ������ճԹ� shall have the right to replace RTE Services with replacement Services that are functionally equivalent in all material respects, provided that 51�Թ������ճԹ� informs Client in writing of such replacement twelve (12) months in advance. Client will only use RTE Services when Client needs to add, modify or remove Customer information within the Services, and will use commercially reasonable efforts to use RTE Services as minimally necessary. If 51�Թ������ճԹ� determines that Client’s utilization of RTE Services both exceeds norms of usage established by other clients and poses a risk to other clients of the RTE Services, then 51�Թ������ճԹ� reserves the right to temporarily disable Client’s use of RTE Services until such time as Client can remedy the identified excessive utilization.

(iii) 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 Additional 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.

(iv) Sunset Right. Notwithstanding anything in these Additional Terms or the Agreement, 51�Թ������ճԹ� has the right to discontinue the CheckFree Small Business service upon twelve (12) months’ notice.

(c) 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 Additional 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 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.

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 twenty-four (24) hours of becoming aware of any fraud cases originating from the 51�Թ������ճԹ� bill payment Service that were not detected by FraudNet.

(d) 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 Additional 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 Additional Terms, and with mutually agreed upon pricing, which may be higher than that under these Additional Terms) prior to termination or expiration of these Additional Terms.

(e) 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 Operations 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 Fee Exhibit to these Additional Terms, 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 Fee Exhibit to these Additional Terms, 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 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 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.

(f) 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 initial term of these Additional Terms. 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.

2. 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 Additional 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.

(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 Customer Data.

(d) Payee Data. At the time the Agreement or these Additional Terms is terminated, if Client is not then in uncured default of any payment obligations under the Agreement or these Additional 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 (defined in Section 1(b)(i)) 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 twenty-four (24) months after making such release generally available to its clients of the applicable Service. 51�Թ������ճԹ� will inform Client at least six (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.

3. Postage. Notwithstanding any provision to the contrary in these Additional Terms or the Agreement, in the event that 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.