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Communicator Open Services Additional Terms

1. Communicator Open Services.

(a) Description of Services. 51�Թ������ճԹ� agrees to provide to Client the services described in these Communicator Open Services Additional Terms (these “Additional Terms”) in a shared application service provider environment (the “Communicator Open Services”). Client may use the Communicator Open 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 where Client contracts directly with such third party (a “Third Party Product”). Client may not use the Communicator Open 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”) under this Schedule in accordance with the following terms:

(i) Implementation Services and Other Initial Professional Services. 51�Թ������ճԹ� will not charge any implementation fees for Third Party Products that Client purchases from 51�Թ������ճԹ�’s AppMarket (the “AppMarket”). For all other Third Party Products, 51�Թ������ճԹ� will provide the implementation services and/or other such initial training, consulting, connectivity services, or implementation-related Professional Services described in the Fees Exhibit in exchange for Client’s payment of the professional services fees set forth in the Fees 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 agrees to 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.

2. Fees. Client shall pay the fees set forth in the Fees Exhibit for the Communicator Open Services and any other Services provided under these Additional Terms.

3. Additional Terms.

(a) Third Party Products. Client acknowledges and agrees that Client’s ability to integrate any Deliverable with any Third Party Product is conditioned upon such Third Party Product vendor (“Third Party Vendor”) executing a non-disclosure agreement or an interconnection and security agreement (as determined by 51�Թ������ճԹ�) provided to such Third Party Vendor by 51�Թ������ճԹ�, unless: (i) such Third Party Vendor has already entered into an agreement with 51�Թ������ճԹ� for access to and use of 51�Թ������ճԹ�’s application program interfaces (“51�Թ������ճԹ� APIs”) through 51�Թ������ճԹ�’s Developer Studio, accessible at developer.fiserv.com (the “Developer Studio”); or (ii) the applicable Third Party Product was purchased by Client through the AppMarket. Further, a Third Party Vendor may obtain access to a test environment and support services through the Developer Studio, provided that the Third Party Vendor enters into an agreement directly with 51�Թ������ճԹ� for such access as well as access to and use of 51�Թ������ճԹ� APIs.

(b) Termination. Notwithstanding anything to the contrary in the Agreement, the Communicator Open Services shall immediately terminate upon the termination of the Agreement or the expiration or termination of the Account Processing Services or Software used for account processing, as applicable.

(c) Third Party Vendors.

(i) Client shall indemnify and hold 51�Թ������ճԹ�, its Affiliates, and their respective employees, officers, directors, and agents 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 any Deliverable(s), including without limitation the Communicator Open Services.

(ii) Client acknowledges and agrees that with respect to any Third Party Product(s) available in the AppMarket: (i) 51�Թ������ճԹ� does not endorse or otherwise recommend any such Third Party Product or the applicable Third Party Vendor; (ii) Client is solely responsible for performing all vendor due diligence with respect to any Third Party Vendor; (iii) 51�Թ������ճԹ� has no responsibility for, and shall incur no liability in connection with, any such Third Party Vendor or Third Party Product; and (iv) any and all claims, complaints, failures, errors, vulnerabilities, security breaches, or any other issues in or with any such Third Party Product(s) shall be directed by Client to the applicable Third Party Vendor and not to 51�Թ������ճԹ� or any of its Affiliates.

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