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Communicator Advantage™ Services – Additional Terms

Prime Option

1. Communicator Advantage Services.

(a) Description of Services. 51�Թ������ճԹ� will provide to Client the services described in additional terms on a dedicated server in an application service provider environment (the “Communicator Advantage Services”).

(b) Client will have access to 2 standard containers for each application program interface (“API”) domain provided as part of the Communicator Advantage Services.

(c) Limitations. Client may use the Communicator Advantage Services to integrate: (i) one or more Deliverables with other Deliverables (excluding third party products or services); or (ii) one or more Deliverables (excluding third party products or services) with one or more products or services provided by a third party (a “Third Party Product”). Client may not use the Communicator Advantage Services to integrate Third Party Products with other Third Party Products.

(b) Professional Services. 51�Թ������ճԹ� will provide mutually agreed upon implementation, training, consulting or other such professional services (“Professional Services”) in accordance with the following terms:

(i) Implementation Services and Other Initial Professional Services. 51�Թ������ճԹ� will provide the implementation services and/or other such initial training, consulting or implementation-related Professional Services described in the applicable Fee Exhibit in exchange for Client’s payment of the professional services fees set forth in the applicable Fee Exhibit.

(ii) Additional Projects. Any additional Professional Services will be scoped and quoted upon request, subject to 51�Թ������ճԹ�’s resource availability. Any such agreed upon Professional Services project will be documented in an appropriate SOW (as defined below) for such Professional Services.

(iii) Project Plans; SOWs. For each Professional Services project, 51�Թ������ճԹ� will develop a project plan with Client to perform and complete Professional Services projects. Each such plan shall contain tasks, some of which are to be performed by 51�Թ������ճԹ� and some by Client. Modifications and changes to this plan shall be only by mutually written agreement of the parties. Upon 51�Թ������ճԹ�’s request, Client also agrees to execute an appropriate Statement of Work or similar such document mutually agreed upon by the parties for a given Professional Services project (“SOW”). Any such SOW will be governed by these additional terms and the Agreement and will be incorporated herein by reference accordingly. Any modifications to any SOW will be handled by 51�Թ������ճԹ�’s then-current formal change control process.

(iv) Client Responsibilities. Client will provide all necessary cooperation, information, access and assistance in connection with the Professional Services to facilitate the applicable project, including without limitation promptly deploying or completing any tools, input forms, scripts or other such materials 51�Թ������ճԹ� provides to Client as are necessary for 51�Թ������ճԹ� to properly perform and provide the Professional Services (collectively, “Tools”). If Client is unable to provide access to required facilities or personnel or is unable to timely meet its tasks, 51�Թ������ճԹ� will endeavor to reschedule its tasks to minimize the non-productive time arising and/or reassign its personnel to other suitable work. In this event, Client will not be charged for the time personnel were reassigned to other clients. Otherwise, all such non-productive time is chargeable to Client.

3. Additional Terms and Conditions.

(a) Claims. Client agrees to bring all claims regarding the Communicator Advantage Services solely against 51�Թ������ճԹ�. If Client brings any claim regarding the Communicator Advantage Services against any other party, including without limitation any of 51�Թ������ճԹ�’s vendors, Client shall indemnify and hold harmless 51�Թ������ճԹ�, its Affiliates, and their respective employees, officers, directors, and agents (collectively, “51�Թ������ճԹ� Indemnitees”) from any and all claims, liabilities, damages, and/or other losses that may arise or that the 51�Թ������ճԹ� Indemnitees may incur as a result

(b) Third Party Products. Client acknowledges and agrees that Client’s ability to integrate any Deliverable to any Third Party Product is conditioned upon such Third Party Product vendor (“Third Party Vendor”) executing a non-disclosure agreement provided to such Third Party Vendor by 51�Թ������ճԹ�.

(c) Termination. Notwithstanding anything to the contrary in the Agreement, the Communicator Advantage Services shall immediately terminate upon the termination of the Agreement or the expiration or termination of the core account processing services or software (as applicable) provided to Client by 51�Թ������ճԹ�.

(d) Third Party Vendors. Client shall indemnify and hold the 51�Թ������ճԹ� Indemnitees harmless from all claims, actions, damages, liabilities, costs, and expenses (including attorney’s fees) incurred as a result of any Third Party Vendor’s access to and/or integration with the Communicator Advantage Services.