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Commercial Center Services – Additional Terms

1. SERVICES.

(a) Description of Services. 51�Թ������ճԹ� will provide the online commercial banking services identified in the Agreement as Commercial Center Services (collectively, the “Commercial Center Services”) for one financial institution brand, unless otherwise agreed to by 51�Թ������ճԹ� and priced as such in the Agreement and the applicable fee Exhibit.

(b) Defined Terms. As used in these terms, the following terms shall have the meaning as set forth below:

(i) “Conversion Date” shall mean the first date on which the first wave of User data is converted to the Commercial Center Services.

(ii) “Customers” shall mean the customers to whom Client provides commercial small business and retail deposit and/or online commercial banking services.

(iii) “Production Pilot Date” means the first date on which the Commercial Center Services are available in a production environment.

(iv) “User” means any employee of Client or Customer, as authenticated by Client, who is permitted to access the Commercial Center Services on behalf of Client or Customer, respectively.

(c) Implementation; Test and Live Environments. For new Commercial Center Services, 51�Թ������ճԹ� will provide its standard implementation and training services. 51�Թ������ճԹ� will provide an initial “train the trainer” type of training to Client designated personnel. Client shall thereafter be responsible for training all Client personnel. Additional training may be purchased from 51�Թ������ճԹ� at its then current fees for such services. For any new implementation of Commercial Center Services, 51�Թ������ճԹ� will use reasonable efforts to stand up a certification (test) environment within 120 days following the date the Client agrees to purchase the Commercial Center Services. 51�Թ������ճԹ� will then apply to such certification environment any branching materials provided by Client and 51�Թ������ճԹ� will work with Client to configure the Commercial Center Services and coordinate any interfaces purchased by Client. Thereafter, 51�Թ������ճԹ� will provide the test environment and a production environment, and changes will be placed into the test environment first, then moved to the live production environment on mutual agreement with Client. Client acknowledges and agrees that 51�Թ������ճԹ� uses a third party cloud services provider for the test and production environments and 51�Թ������ճԹ� may in its sole discretion at any time change such third party provider or bring the servers into any 51�Թ������ճԹ� servicing center.

(d) Technical Support. Client will be responsible for all Customer technical support; provided, however, that 51�Թ������ճԹ� will provide "second level" technical support to Client's designated user support representatives, meaning 51�Թ������ճԹ� will accept an initial technical support inquiry from Client and initiate a troubleshooting process. Such support will be available during 51�Թ������ճԹ�’s standard business hours. In no event is 51�Թ������ճԹ� obligated to contact Client's customers to provide support. 51�Թ������ճԹ� shall use commercially reasonable efforts to determine the source of technical support issues, and to remedy the issue.

(e) System Updates. 51�Թ������ճԹ� shall, from time-to-time, release a new version of the 51�Թ������ճԹ� system, which may include fixes, updates, upgrades or other modifications deemed appropriate for the Commercial Center Services by 51�Թ������ճԹ�. 51�Թ������ճԹ� will use reasonable efforts to conduct any scheduled maintenance during the hours of 7 PM Saturday through 11:59 PM Sundays (Eastern Time) (the “Maintenance Window”). For any scheduled maintenance to be conducted outside of the Maintenance Window, 51�Թ������ճԹ� will attempt to provide Client with at least 1 week’s prior notice of any maintenance scheduled to implement such new versions, fixes, updates, etc. Client acknowledges and agrees that some support services might affect access and availability to the Commercial Center Services if unscheduled maintenance is necessary.

(f) Supported Browsers. 51�Թ������ճԹ� will use commercially reasonable efforts to support the most commonly used browsers in the United States as determined by 51�Թ������ճԹ�’s research. Notwithstanding the previous sentence, 51�Թ������ճԹ� will only support the use of those browsers that undergo 51�Թ������ճԹ�’s quality assurance testing services (each, a “Supported Browser”). If a new version or release of a Supported Browser is Backward Compatible, 51�Թ������ճԹ� will remedy issues arising from accessing the Commercial Center Services through the new version or release of such Supported Browser. If the new version or release of a Supported Browser is not Backward Compatible, the browser will cease to be a Supported Browser, and 51�Թ������ճԹ� will need to perform additional quality assurance and development services at its then-current rates to re-establish such browser as a Supported Browser. “Backward Compatible” means the software continues to provideall the functionality andapplication programming interfaces (APIs) provided by the previous release(s) or version(s) of the software, enabling applications that workedwith the previous release or version to continue working, without modification, with the new release or version.

2. ADDITIONAL TERMS.

(a) Threatening Condition. If 51�Թ������ճԹ� reasonably believes that a Commercial Center Service or any User’s conduct in using the Commercial Center Services violates any applicable laws, rules, regulations or industry standards, or otherwise poses a threat to 51�Թ������ճԹ�’s equipment, processes, intellectual property or reputation, or any 51�Թ������ճԹ� system (“Threatening Condition”), 51�Թ������ճԹ� will provide Client with notice of the Threatening Condition and both parties will use reasonable efforts to cure or correct the Threatening Condition. 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), 51�Թ������ճԹ� may suspend any and all use of the applicable Commercial Center Service until such Threatening Condition is cured, provided that 51�Թ������ճԹ� notifies Client in writing in advance of such suspension or as soon as commercially practicable thereafter.

(b) Effects of Termination. Client shall continue to be responsible for fees related to Commercial Center Services unless 51�Թ������ճԹ� receives written notice to delete Client files from the 51�Թ������ճԹ� system. If Client has leased communications lines or purchased dedicated lines from 51�Թ������ճԹ� for the Commercial Center Services, which may include providing Client with a router, Client shall continue to be responsible for all data communications and modem fees for the Commercial Center Services obtained through 51�Թ������ճԹ� until (i) all circuits are disconnected and the telecommunications company ceases invoicing 51�Թ������ճԹ�, and (ii) 51�Թ������ճԹ� receives back all equipment supplied to Client by 51�Թ������ճԹ�.

(c) Span of Control. Client acknowledges that the Commercial Center Services involve the use of non-confidential Internet, telephone and wireless telecommunication networks to potentially transmit and/or receive information from Client’s Customers. Client acknowledges that 51�Թ������ճԹ�’s performance of the Commercial Center Services is dependent on the facilities, networks, security and connectivity of third party telecommunications and network service providers, governmental entities and other third parties (collectively, the “Third Party Factors”). Client acknowledges that the performance of the Commercial Center Services will be affected by such Third Party Factors and that Third Party Factors are outside of 51�Թ������ճԹ�’s Span of Control. 51�Թ������ճԹ�’s “Span of Control” means those networks, systems and software that are used in the provision of the Commercial Center Services that are under the direct control of 51�Թ������ճԹ� (excluding Third Party Factors). 51�Թ������ճԹ� will have no liability for any reduction, interruption, impairment, termination or suspension of the Commercial Center Services to the extent caused by factors outside 51�Թ������ճԹ�’s Span of Control.

(d) 51�Թ������ճԹ� shall have no obligation to address or support: issues caused by Client alterations or modifications to the Services; services that are not currently supported; Services problems caused by Client’s negligence, abuse, or misapplication; use of Commercial Center Services other than as specified herein or the Services documentation; or Services problems caused by Client’s failure to perform its responsibilities, including as listed below.

(e) Third Party Provided Services. Soft tokens and SMS texting used in connection with the Commercial Center Services are provided by 51�Թ������ճԹ�’s third party vendors; therefore, such portions of the Commercial Center Services are Third Party Products under the Agreement. “Short Message Service” or “SMS” (text messaging) means a messaging service using a text message format which allows users of mobile phones with a carrier-assigned mobile phone number, to send and receive simple text messages to each other, usually limited to one hundred sixty (160) characters. SMS refers to using such technology for the Commercial Center Services.

(f) Text Alert Services. With respect to of the SMS services (third party text services) provided for text alerts in connection with the Commercial Center Services, the following terms and conditions shall apply for such third party SMS Services which are one-way unencrypted alert messages to User(s) of the Commercial Center Services (“Alerts”). Users that provide a valid telephone number and agree to terms of use as determined by 51�Թ������ճԹ� and/or the Services Provider, as may be updated from time to time, may receive Alerts. 51�Թ������ճԹ� and Services Providers shall not be liable for Alerts sent to numbers that are incorrectly provided by Users or not updated timely by Users. SMS Services are provided through third party SMS aggregation service providers (each a “Service Provider”). 51�Թ������ճԹ� may change the Service Providers used for Alerts at any time in 51�Թ������ճԹ�’s sole discretion. 51�Թ������ճԹ� may terminate Alerts upon notice to Client if 51�Թ������ճԹ�’s agreements with Services Providers terminate and 51�Թ������ճԹ� is unable to engage a replacement Services Provider. Alerts are made through texts that may transmit through multiple mobile networks, and such Alerts are considered delivered once transmitted from the Service Provider to the network. NEITHER FISERV, SERVICE PROVIDERS, NOR ANY CARRIER WILL BE LIABLE TO CLIENT OR ANY USER FOR ANY ALERTS DELETED OR NOT DELIVERED, REGARDLESS OF THE REASON FOR DELETION OR NON-DELIVERY INCLUDING, WITHOUT LIMITATION, MESSAGE PROCESSING OR TRANSMISSION ERRORS. NEITHER FISERV, SERVICE PROVIDERS, NOR ANY CARRIER MAKES ANY REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE ALERTS, OR THAT ALERTS WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM UNAUTHORIZED ACCESS OR NOT INFRINGE THIRD PARTY RIGHTS. CLIENT WAIVES, AND FISERV EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE ALERTS, INCLUDING WARRANTIES OF SECURITY, QUALITY, RELIABILITY, MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.

(g) Client Obligations and Responsibilities.

(i) Client will provide and make available to 51�Թ������ճԹ� appropriate management and technical personnel of Client who will work with 51�Թ������ճԹ� and will perform, on a timely basis, the activities referenced in herein, including designation of a Client employee to act as an Installation Coordinator Technical Contact who shall be assigned the primary responsibility (and have sufficient authority) for communicating with 51�Թ������ճԹ� and for providing all service requests and/or acquired approvals and the Commercial Center Services. Client and such personnel will timely respond to requests for approvals, information and instructions necessary to perform the Commercial Center Services. Furthermore, Client will facilitate timely cooperation between any necessary third parties in order for 51�Թ������ճԹ� to provide the Commercial Center Services.

(ii) Client will provide to 51�Թ������ճԹ� any content and branding it intends for 51�Թ������ճԹ� to use in connection with the Commercial Center Services. Client hereby grants to 51�Թ������ճԹ� a non-exclusive, non-assignable right to use Client’s trademarks, trade names, service marks, service names (collectively, “Trademarks”), and other content provided in connection with 51�Թ������ճԹ�’s provision of Commercial Center Services. Client will indemnify and hold harmless 51�Թ������ճԹ�, its officers, directors, employees, designated supplier, and affiliates against any claims or actions arising out of 51�Թ������ճԹ�’s use of Trademarks and/or Client-provided content.

(iii) In addition to its obligation to use the Commercial Center Services in accordance with all operating instructions issued by 51�Թ������ճԹ�, Client will instruct its Customers to use the Commercial Center Services in accordance with such rules and instructions and any other rules or instructions regarding other services or Client-provided products or services used in conjunction with the Commercial Center Services.

(iv) If Client elects not to use the generic 51�Թ������ճԹ� provided URL site for accessing Commercial Center Services, Client shall be solely responsible for: (a) registering and maintaining its Internet site(s) used in connection with the Commercial Center Services, including without limitation registering and maintaining all Internet addresses relating thereto and (b) providing reasonable security for such Internet site(s) and users of such Internet site(s). Client shall have sole editorial control over its Internet sites, and Client shall be responsible for providing access through its Internet sites to the Commercial Center Services. Upon Client’s request, 51�Թ������ճԹ� may agree to obtain such registration for a Client specific URL for Client and in such case, Client shall be responsible for all expenses associated with obtaining, maintaining and terminating such URL.

(v) Client and Customers shall at all times comply with all applicable laws, rules and regulations in connection with its receipt of the Commercial Center Services. Neither Client nor any Customer shall use the Commercial Center Services for any activities in violation of any laws or regulations, including without limitation, wrongful transmission of copyrighted material, sending of threatening or obscene materials, or misappropriation or exportation of trade or national secrets.

(vi) Client is, and shall remain, solely and exclusively responsible for any and all financial transaction risks associated with its accounts and customers, including without limitation insufficient funds, fraudulent transactions and transitions resulting from improper input data associated with the Commercial Center Services.

(vii) Client shall be solely responsible for providing all requested information, instructions and guidance necessary to perform the Commercial Center Services. Client authorizes 51�Թ������ճԹ� to rely upon and act in accordance with all such instructions as provided (by Client or persons having actual or apparent authority to provide such information, instructions or guidance), and Client assumes all risk for the consequences of any such instructions Client gives (or fails to give) and 51�Թ������ճԹ�’s reliance thereon. 51�Թ������ճԹ� shall have no obligation to check for any errors or omissions in any such instructions and/or to correct, cancel or amend any action pursuant to any Commercial Center Service once 51�Թ������ճԹ� has received instructions to complete such action.

(viii) Client shall make available its own or third party systems interfaced to the Commercial Center Services for testing purposes on an ongoing basis. Such availability will include test accounts or test environments.