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Corillian Online Services - Additional Terms

1. Definitions. Unless defined elsewhere in the Agreement, terms appearing in initial capital letters shall have the following meanings:

(a) “Certification Environment” means the environment where the application is accessed by 51�Թ������ճԹ� and Client for testing changes prior to making them available to the Production Environment (as defined below).

(b) “Configuration Tool” means a 51�Թ������ճԹ� provided application enabling Client to manage the appearance and behavior of the Corillian Services.

(c) “Core Processor” means Client’s primary financial system of record and transaction processing as documented in the work order between 51�Թ������ճԹ� and Client for the initial implementation of the Corillian Services.

(d) “Corillian Service(s)” means the online banking services developed, operated, and maintained by 51�Թ������ճԹ� accessible via a designated web site or IP address, to which Client is being granted access hereunder.

(e) “Corillian Service Date” means the first day that the Corillian Services are made available by 51�Թ������ճԹ� to Client.

(f) “Production Environment” means the environment where the application is accessed by Users to manage their finances online.

(g) “User(s)” means the end customer(s) of the Client enrolled in the Corillian Service via the Internet.

2. 51�Թ������ճԹ� Responsibilities.

(a) 51�Թ������ճԹ� will coordinate network and Core Processor maintenance, availability, and support, as such relate to the Corillian Service. 51�Թ������ճԹ� is not liable for issues associated with the Corillian Service that may result from the lack of Core Processor availability (e.g., down-time, failed transfers, failed payment funding), unless such lack of Core Processor availability is the direct result of 51�Թ������ճԹ�’s action or inaction.

(b) 51�Թ������ճԹ� will use reasonable efforts to make the Corillian Services available to Client 24 hours a day, 7 days a week, subject to scheduled maintenance, scheduled downtime, and causes beyond the reasonable control of 51�Թ������ճԹ�. 51�Թ������ճԹ� shall have no obligation to address or support: issues caused by Client alterations or modifications to the Corillian Services; services that are not currently supported; Corillian Services problems caused by Client’s negligence, abuse, or misapplication; use of Corillian Services other than as specified hereunder or the Corillian Services documentation; or Corillian Services problems caused by failure to perform responsibilities listed under the Client Responsibilities section.

(c) Client has the option of having 51�Թ������ճԹ� provide Back Office Customer Care or Full Service Customer Care.

(i) Definitions. “Back Office Operations Customer Care” is defined as 51�Թ������ճԹ�’s direct support to Client for Users whereby 51�Թ������ճԹ� will accept an initial technical support inquiry from Client, but not the Users, and initiate a troubleshooting process. Back Office Operations Customer Care does not include direct communications between 51�Թ������ճԹ� and Users. “Full Service Customer Care” is defined as 51�Թ������ճԹ�’s User support responsibilities which include, but are not limited to answering incoming calls from Users.

(ii) Back Office Operations Customer Care. Unless Client elects Full Service Customer Care for the fees identified in the applicable Fee Exhibit, Client will provide customer care directly to Users, and 51�Թ������ճԹ� will provide Back Office Operations Customer Care to Client.

(iii) Full Service Customer Care. If elected by Client for the fees identified 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 any inquiries not directly related to the Corillian Services. 51�Թ������ճԹ� will receive and respond to all incoming calls from Users regarding the Corillian Services.

(d) The Certification Environment is by nature a test system and availability will not factor in calculations of overall system availability, but 51�Թ������ճԹ� will make a reasonable effort to fix, modify, or restore the Certification Environment in a timely manner. The Configuration Tool is considered part of the Certification Environment and will from time-to-time be unavailable for extended periods of time (e.g., a week) as new releases are tested. During these times, Client will be unable to make changes to the Certification Environment or Production Environment.

(e) 51�Թ������ճԹ� will provide Client with standard training during the initial implementation of the Corillian Services. If Client also requests additional training, such additional training will be made available to Client on at 51�Թ������ճԹ�’s then current professional services rates.

(f) 51�Թ������ճԹ� may order, on Client’s behalf and after receiving Client’s specific written approval, the installation of appropriate telecommunications services and equipment for the Corillian Services. Client shall pay for all costs of installation and use of such telecommunication services and equipment.

(g) 51�Թ������ճԹ� may, from time-to-time, release a new version of the Corillian Services that improves existing functions or performance. If significant changes to User functionality are provided, 51�Թ������ճԹ� will notify Client so that Client may choose to notify Users. In some cases, Client will be required to perform testing in the Certification Environment to ensure changes work with Client’s Core Processor and settings.

(h) 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 Corillian 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. Reestablishing such browser as a Supported Browser is subject to the mutual, written agreement of the parties, and will require 51�Թ������ճԹ� to perform additional quality assurance and development services at its then-current rates on such browser. “Backward Compatible,” as used herein, means the applicable Web browser continues to provideall the functionality andapplication programming interfaces (APIs) provided by the previous release(s) or version(s) of such browser, enabling applications that workedwith the previous release or version to continue working, without modification, with the new release or version.

(i) 51�Թ������ճԹ� shall only be obligated to configure those Corillian Services to the Core Processor, to applications and systems purchased by Client as documented in the Agreement and as set forth in the work order between 51�Թ������ճԹ� and Client for the initial implementation of such Corillian Services. Any additional or subsequent services or the integration of the Corillian Services to other core processors, applications or systems, is subject to the mutually written agreement of the parties, including any additional implementation, services and or support fees (“Enhancement Services”). For any Enhancement Services, Client shall pay 51�Թ������ճԹ� at 51�Թ������ճԹ�’s standard professional services hourly rate, and shall pay 51�Թ������ճԹ� for its reasonable out-of-pocket expenses incurred in performing the Enhancement Services on an as-incurred monthly basis.

3. Client’s Responsibilities.

(a) Client is responsible for testing all configuration changes in the Certification Environment prior to publishing to the Production Environment. 51�Թ������ճԹ� is not responsible for issues as a result of Client’s failure to test changes made using the Configuration Tool in the Certification Environment prior to deploying changes into the Production Environment. Any requests for expedited rollback or 51�Թ������ճԹ� assistance with changes will be billed by 51�Թ������ճԹ� at its then-current rates. If 51�Թ������ճԹ� requires Client to test the Corillian Services in the Certification Environment, 51�Թ������ճԹ� will provide at least 2 weeks’ notice to Client.

(b) Client will provide reasonable assistance to support 51�Թ������ճԹ�’s installation and support of a VPN router at Client’s expense for connectivity to the Core Processor.

(c) Client will provide and maintaining VPN connectivity between the Client’s network(s) and 51�Թ������ճԹ�’s servers providing the Corillian Services, including a destination IP address range compatible with 51�Թ������ճԹ�’s network requirements. If multiple VPN connections are necessary, additional charges may be incurred by Client per connection. Connectivity is necessary for Corillian Services user interface branding, configuration and User support to be performed by the Client.

(d) Client will provide 51�Թ������ճԹ� with log-in credentials for 3 test accounts with access to the Production and Certification Environments for support and testing. The foregoing test accounts must not expire or incur service charges, have a nominal amount of account history; and Client shall fund and maintain in each such test account at least $50.

(e) Client will maintain a test region on its Core Processor system for connectivity to the Certification Environment, including any fees or costs associated with maintaining such test region.

(f) If Client fails to fulfill its responsibilities in these terms or in the Corillian Online Support Services Guide, 51�Թ������ճԹ� will use commercially reasonable efforts to address issues caused by such failure at its then current rates and will not be obligated to address or circumvent such issues in any designated time frames.

(g) Client may not make any use of the Corillian Services not expressly set forth in hereunder without the prior written consent of 51�Թ������ճԹ�, which may be granted or withheld at 51�Թ������ճԹ�’s sole discretion.

4. Intuit Connectivity Services. If elected by Client, 51�Թ������ճԹ� will provide Client with the Intuit Services which are provided by Intuit Inc. (“Intuit”) (or its successor). Intuit manufactures various Intuit Products (defined herein) that are used by individuals and professionals to manage personal finances. The Intuit Products include functionality that permits the user to import certain financial information from participating third party financial institutions through Intuit's Basic Marketing Program. 51�Թ������ճԹ� will enable Client to utilize the Intuit Services for the purpose of providing connectivity to Intuit products defined herein. 51�Թ������ճԹ� is an authorized reseller of Intuit Services, and Client acknowledges that 51�Թ������ճԹ� will rely on Intuit for performing a substantial portion of the Intuit Services and support related thereto. Intuit will perform all such services as a delegate of 51�Թ������ճԹ�, and 51�Թ������ճԹ� will be responsible for ensuring that all services to be performed by Intuit are performed in accordance with the terms of the Agreement and as set forth herein. The Intuit Services subject to the following terms and conditions:

(a) Asset Growith. If Client, grows to $5 billion or more in assets (as per or www.fdic.gov), organically or through a merger or acquisition, Client must contract directly with Intuit within 12 months of exceeding this size in order to continue to offer connectivity through Intuit Products. The Intuit Services shall terminate with or without notice 12 months after Client exceeds $5 billion or more in assets, and this automatic termination supersedes the remaining initial term or any subsequent renewal term.

(b) Definitions.

“Content” shall mean any promotional material and information used to promote and market the Intuit Products.

“Data” shall mean, but not be limited to, customer transactions and balances related to demand deposit accounts (“DDAs”), money market, savings, lines of credit, and credit card accounts, brokerage, mutual funds, annuities, and trust and retirement funds, W-2, 1098, 1099MISC, 1099R, 1099B, 1099INT, 1099DIV and 1099OID tax reporting information, as applicable that will be made accessible by Client for importation into the Intuit Products.

“Direct Connect” shall mean a method of connectivity of Financial Services with Intuit Products via a two-way server connection.

“Financial Services” shall mean the capability of Client to import their Data into Intuit Products, send bill payment instructions through Intuit Products to Client, or transfer funds between accounts, as the case may be.

“Intuit Products” shall mean any web or desktop products or services, distributed under any name, e.g., Intuit, Quicken, QuickBooks, and any future versions or new products whether or not renamed or with the same name located at www.fi.intuit.com as updated from time to time, and incorporated herein by reference.

“Intuit Services” shall mean, collectively, any OFX-based online service(s) or any Web Connect based online services provided hereunder.

“Link” shall mean a hypertext and/or graphical link, including a textual or framing link, from, for example, the Client site to the Intuit site or from the Intuit site to the Client site.

“Losses” shall mean direct losses, costs, claims, damages, settlement payments, attorneys’ fees, liabilities, and penalties, court awards and other similar costs and expenses.

“Marks” shall mean the trademarks, service marks and distinct brand elements to be licensed, and the guidelines for use of such marks, as each party may provide the other from time to time hereunder.

“Multiple Identities” shall mean those additional trademarks or logo identities required by a Client, other than its own or the primary identity, to be included in a marketing program with Intuit in conjunction with contracting with 51�Թ������ճԹ� to provide its processing services. An identity, for purposes of clarification hereunder, is a unique financial institution name or the name of a business unit belonging to a financial institution as may be listed separately in either Quicken or QuickBooks. Examples of multiple identities include: (a) separate investment account download entities (e.g., Private Banking, Investments, Trust); (b) separate credit card download identities (e.g., ABC Credit Union – Credit Cards, Hometown Team Affinity Card); or (c) separate Web Connect and Direct Connect (e.g., ABC Bank – Consumer [a Direct Connect identity] and ABC Bank NetTeller [a Web Connect identity]). All multiple identities must be at the same marketing program level as the financial institution has chosen for a particular Intuit Product.

“OFX” shall mean a Direct Connect or Web Connect system implemented by Client to offer Financial Services to its customers that use that certain Open Financial Exchange specification (currently found at ), as such may be amended from time to time, that provides a unified technical specification for the electronic exchange of financial data between financial institutions, business and consumers through the Internet. The method(s) of connectivity through Intuit Products may not be comprehensive. 51�Թ������ճԹ� and/or Intuit reserves the right to add or change such methods at its sole discretion.

“Online Banking” shall mean the retrieval of financial transactional and account balance information for eligible accounts by an end user through the features of Intuit Products and inter-account fund transfers.

“Online Bill Payment” shall mean at a minimum, the electronic transmission of instructions for payment of bills and other obligations owed to third parties by an end user through the features of Intuit Products.

“Web Connect” shall mean a method of connectivity of Financial Services with Intuit Products via a one-way file download from the Client’s transactional web site using OFX.

(c) General.

(i) Non-Exclusivity. The Intuit Services are not exclusive on the part of any party hereto, and are not intended to preclude or in any way restrict Client, 51�Թ������ճԹ� or Intuit from promoting, advertising, displaying and offering or otherwise making available any products or services to their respective customers, potential customers or the general public, including, but not limited to, products or services comparable to the Financial Services.

(ii) Marketing. Intuit will not solicit, e-mail, or contact any Client customer in order to cross-sell Intuit products or services, provided however, that the foregoing restriction does not apply, (i) if a Client customer “opts in” to receive communications from Intuit, (ii) if the Client customer is an existing Intuit customer, and (iii) if the Client customer signs up for other Intuit products or services. Client acknowledges that Intuit may e-mail or contact Client customers for the following reasons: (A) where such communication is part of an automated messaging program (e.g. providing product updates); (B) to provide technical support; and (C) in circumstances where, in Intuit’s sole discretion, an emergency requires immediate communication to such customer.

(iii) Intuit Products and Services. 51�Թ������ճԹ� and/or Intuit reserve the right to provide connectivity to additional products or services at its sole discretion and without prior notification to Client, provided that 51�Թ������ճԹ� and/or Intuit provides primary customer support of such additional product or service. 51�Թ������ճԹ� and/or Intuit further reserves the right to add to, change, discontinue or, change the price of the Intuit products and services it offers from time to time, where such addition, change, discontinuation, or price change is generally applicable to its customers, upon 60 days’ prior notice to Client or 51�Թ������ճԹ�. Intuit reserves the right to use a third party to host its software applications and services from time to time.

(d) Ownership Rights.

(i) Ownership. Each party will retain all right, title and interest in and to its respective Marks and Content worldwide, subject to the limited license granted to the other hereunder in connection with such party's performance hereunder.

(ii) Content and Trademark License. Each party hereby grants the other party a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free and limited license to use its Content and Marks solely in connection with its marketing and promotion obligations hereunder and solely during the Term of Intuit Services. Client grants Intuit the right to use Client name and provided marks in Intuit Products in accordance with Intuit’s current guidelines as set forth in the Trademark Guidelines posted on fi.intuit.com as updated from time to time and incorporated herein by reference. Client agrees to follow current guidelines for the use of its Intuit Products Marks are set forth in the Trademark Guidelines posted on fi.intuit.com as updated from time to time and incorporated herein by reference. Intuit or 51�Թ������ճԹ� shall notify Client of any material change to the Trademark Guidelines. Intuit will designate fax or email locations on www.fi.intuit.com to which Client must send a copy of written marketing or PR materials for Intuit legal review.

(e) Client Obligations.

(i) Identification of Fees. Any fees charged by Client to customers related to the Intuit Services, shall be identified in such a way as to make it clear to the customer that the fee originates from the Client and not Intuit or 51�Թ������ճԹ�.

(ii) Test Accounts. Client agrees to enable test accounts to enable 51�Թ������ճԹ� and Intuit to test the functionality of Client’s connectivity and integration with Intuit Products if 51�Թ������ճԹ� or Intuit determines that such test is required. Requirements for test accounts and data population are outlined in the Client Acceptance Testing document, as posted and updated from time to time at www.fi.intuit.com, and incorporated herein by reference.

(iii) Customer Service. Client agrees to provide first level customer support to its customers, which shall include responding to inquiries concerning: enrolling for Intuit Services, connecting online via modem, and downloading data.

(iv) Training. Client agrees to train its customer support representatives using Intuit materials available on .

(f) 51�Թ������ճԹ� Obligations.

(i) Implementation. 51�Թ������ճԹ� will submit Client branding information to Intuit as directed on (or other web site designated by Intuit), which information may include:

A. Intuit directory server information (required URLs and other Client-specific information); and

B. Online enrollment form.

(ii) Implementation and Support. 51�Թ������ճԹ� will implement and operate, in a commercially reasonable manner, the online connection to the Financial Services features of the applicable Intuit Products through a third party.

A. If Client is purchasing Intuit Direct Connect, for Open Financial Exchange (OFX) Server: to provide connections to banking account data (DDA, money market, savings, credit line and credit card) via a certified OFX server; or

B. For Transactional Web Site: to map transaction data to the OFX format and to provide connections to banking account data (DDA, money market, savings, credit line and credit card) via a transactional web site.

(iii) Links. If Client uses Web Connect, 51�Թ������ճԹ� agrees to establish and maintain Links between the Client transactional web site and the Intuit site to enable Web Connect, and to provide information regarding the specifications of their respective sites and other technical assistance necessary to establish and maintain such Links. Maintenance of Links includes, but is not limited to, periodic testing of the Links to ensure that they are functioning properly and notifying the other party of any changes in any URLs or other information needed for continuous linking.

(iv) Customer Service. If 51�Թ������ճԹ� is not able to resolve a Client operational and technical issue, 51�Թ������ճԹ� will contact Intuit on behalf of Client for resolution. If a separate bill payment processor relationship exists, then that processor shall provide support for Client payment inquiries and payment disputes.

(v) Training. Intuit provides web-based training and the latest marketing materials at (or other Web site designated by Intuit). Intuit also provides referrals to independent training vendors who offer advanced software training for a fee. 51�Թ������ճԹ� will work with Intuit to provide password access to this site for use by Client.

(g) Mutual Obligations.

(i) Customer Service and Technical Support. Client shall have sole responsibility for all Financial Services provided by Client, including the opening, maintenance, administration and closing of customer accounts with Client. Client shall provide, on a commercially reasonable basis, effective and prompt customer service and technical support to its customers relating to the initial setup of account downloading capability into Intuit Products; current availability of Data for importation into the Intuit Products, discrepancies or disputes involving customer accounts or transactions, matching or reconciling customer account data; login credentials and password re-sets; payment instructions and any payment inquiries. Intuit shall have sole responsibility to answer customer questions or engage in discussions with customers relating to the Intuit Products. Intuit shall provide effective and prompt customer service and technical support to Client's customers relating to their usage of the Intuit Products on the terms and conditions generally available to its other Intuit Products customers.

(ii) Customer Communications. Each party will use reasonable efforts to transfer any customer to the party responsible for handling a customer question or complaint. Intuit may post and update information from time to time at www.fi.intuit.com regarding available training, at reasonable cost, to assist Client in regards to Financial Services through Intuit Products.

(h) Site License to Intuit Products. 51�Թ������ճԹ� hereby grants to Client a limited, nonexclusive, nontransferable, revocable license (the “Site License”) to reproduce and use, during the term of the Intuit Services, the applicable Intuit Products, as identified and updated at from time to time, and as incorporated herein by reference, in CD format or via download only, for internal purposes related to the Intuit Services, only at Client’s applicable locations, subject to the terms and conditions set forth herein. Client shall limit the use the Intuit Products for informational and non-commercial purposes, e.g., general informational purposes and training of employees on use of the Intuit Products.

(i) Covenants, Representations and Warranties.

(i) Mutual Representations and Warranties. Each party hereto represents and warrants to the other party hereto that: (i) the use, reproduction, distribution, transmission, or display of its respective Content and Marks shall not constitute an Infringement, be defamatory or violate any third party's rights of publicity, privacy or personality; and (ii) it has acquired and will comply with any and all material licenses and approvals required under rules and regulations of any governmental entity or agency applicable to the performance of its obligations under these terms, that it has paid or will pay any necessary fees, costs or expenses associated therewith, and that it has made all disclosures required by such rules and regulations.

(ii) No Obligation. A party’s obligation of confidentiality shall not be deemed to restrict disclosure in any way by such party pursuant to (i) any law of the United States or of any political subdivision thereof; (ii) the order of any court or requirement of any governmental agency, provided the owner is given reasonable notice in order to contest such order or requirement; (iii) the rules of any securities exchange; or (iv) any disclosure necessary for a financial audit, bank audit, or bank examination.

(iii) Customer Information. To the extent applicable, 51�Թ������ճԹ� and Intuit shall comply with all applicable Privacy Requirements as defined herein.

A. The parties do not intend that nonpublic personal information of Client’s customers (“Customer Information”) who are users of Intuit Products will be disclosed by Client to 51�Թ������ճԹ� or Intuit hereunder. If Client delivers Customer Information to Intuit or 51�Թ������ճԹ� in connection with the provision by 51�Թ������ճԹ� or Intuit of servicing or processing service on behalf of Customer, 51�Թ������ճԹ� and Intuit agree to use such Customer Information in accordance with these terms.

B. Access to Customer Information. 51�Թ������ճԹ� and Intuit shall maintain appropriate physical, electronic, technical, and procedural safeguards to (A) access and use any Customer Information received from Financial Institution, (B) protect such Customer Information from unauthorized access, use, disclosure, alteration, loss, and destruction during its access or use thereof, and (C) to protect against any anticipated threats or hazards to the security or integrity of such records or information which could result in substantial harm during such access or use. In all events, these safeguards and standards shall be commercially reasonable. Intuit agrees to use security safeguards for all personal information pertaining to Massachusetts residents in accordance with Massachusetts Regulation 201 CMR 17.00.

C. Disclosure of Customer Information. Neither 51�Թ������ճԹ� nor Intuit shall disclose any Customer Information as received from Financial Institution to any third party, except as permitted herein, or except as authorized or requested by Client. 51�Թ������ճԹ� and Intuit may disclose Customer Information for the purpose of carrying out the purposes and obligations hereunder, so long as the person to whom 51�Թ������ճԹ� or Intuit discloses such information has a need to know such information in order to accomplish such purpose. Any such Customer Information disclosed shall be maintained as confidential by such third party except as required to carry out the express purposes or obligations hereunder. 51�Թ������ճԹ� and Intuit shall ensure that any subcontractor to whom Customer Information is disclosed in the performance of obligations hereunder shall be advised of and agree to abide by the provisions of this paragraph prior to any such disclosure of information.

D. Use of Customer Information. Except as otherwise agreed by the parties and permitted by the Privacy Requirements, or as otherwise authorized or requested by Client: (A) 51�Թ������ճԹ� and Intuit shall use Customer Information obtained from Client only for the express purposes set forth herein; and (B) neither 51�Թ������ճԹ� nor Intuit shall use Customer Information obtained from Client for any other purpose, including, but not limited to, the marketing or solicitation of the Client’s customers for any product or service.

E. Information Security Program. 51�Թ������ճԹ� and Intuit shall: (A) assess, manage, and control risks relating to the security and confidentiality of Customer Information, if any, accessed by 51�Թ������ճԹ� and Intuit in performance of its obligations hereunder; (B) use at least the same physical and other security measures to protect all Customer Information in Intuit’s possession or control, as Intuit uses for its own confidential and proprietary information; and (C) ensure that any subcontractors or other third parties acting on Intuit’s behalf in the performance of services hereunder maintain and employ such effective practices as necessary to protect such information from unauthorized disclosure or use during the performance of services hereunder.

F. Upon written request, 51�Թ������ճԹ� or Intuit shall provide to Client an updated summary that describes Intuit’s policies and procedures in connection with protection of Customer Information and Confidential Information as applicable to services rendered to Client by Intuit.

G. These provisions shall survive any termination or expiration of the Intuit Services.

(iv) Compliance with Legal Requirements.

A. Client. Client will be solely responsible for the accuracy of all promotional messages, advertising and sales and pricing materials relative to Client’s Financial Services that Client provides to 51�Թ������ճԹ� and/or Intuit for use in connection with any Intuit Products and Services. Without limiting the foregoing, such materials will clearly indicate that customers of the Financial Services will be customers of Client and not of 51�Թ������ճԹ� or Intuit. Client is and will be solely responsible for complying with all Legal Requirements relating to transactions with customers in connection with the Financial Services. “Legal Requirements” means all applicable federal and state laws (including Title V, Subtitle A, of the Gramm-Leach-Bliley Act, 15 U.S.C.§ 6801 - 6809 (“GLB”) and regulations, all applicable foreign securities laws and regulations, and the applicable regulations of the Federal financial institution regulators, including the United States Federal Trade Commission, the United States Securities and Exchange Commission, the National Association of Securities Dealers, Inc., the New York Stock Exchange Inc., and any final guideline, regulation or rule of law implementing GLB and any other applicable regulating or self-regulatory agency or organization having jurisdiction over Client. Client is and will be solely responsible for any recommendation or advice it may offer to its customers.

B. Intuit. “Privacy Requirements” means the obligations imposed by (A) Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801 et seq.; (B) the applicable federal regulations implementing such act and codified at 12 CFR Parts 40, 216, 332, and/or 573 relating to the privacy and security of Customer Information as defined herein. Neither 51�Թ������ճԹ� nor Intuit will describe the Financial Services offered by Client (other than disseminating or posting informational material approved by or provided in each case by Client hereunder or otherwise consented to in writing.)

(j) Disclaimers and Limitation of Liability.

(i) Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, FISERV DOES NOT MAKE ANY WARRANTIES EITHER EXPRESS OR IMPLIED, AS TO THE SERVICES, PRODUCTS, MATERIALS, OR INFORMATION PROVIDED HEREUNDER, AND HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING THOSE OF INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. OFX TESTING SERVICES, INCLUDING WEB CONNECT, ARE PROVIDED WITHOUT WARRANTY OF ANY KIND.

(ii) Limitation on Damages. FISERV SHALL NOT BE LIABLE TO CLIENT (INCLUDING CLIENT’S AFFILIATED ENTITIES) FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUE, LOSS OR CORRUPTION OF DATA, UNINTERRUPTED ACCESS, OR INTERRUPTION OF BUSINESS IN ANY WAY ARISING OUT OF OR RELATED TO THE INTUIT SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF FISERV HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. THE LIABILITY OF FISERV FOR DAMAGES OR ALLEGED DAMAGES ARISING FROM THE INTUIT SERVICES HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED THE AMOUNT PAID BY CLIENT TO FISERV FOR THE INTUIT SERVICES DURING THE YEAR ANY SUCH LIABILITY OCCURS.

(k) Termination.

(i) Termination by Either Party.

A. For Cause. Either party may terminate the Intuit Services on 30 days’ prior written notice, in the event of a material breach of the obligations set forth herein by the other party, unless such breach is cured within such 30-day period. During any notice and cure period, both parties shall continue to be bound by all the terms and conditions herein.

(ii) Post-Termination Actions. In the event of termination or expiration of the Intuit Services: (A) the Site License shall terminate and connectivity to all versions of Intuit Products will terminate; (B) each party shall promptly disable any Links from its web sites to the other party’s web sites and remove any material or information relating to the promotions and rights contemplated herein; and (C) Client shall pay to 51�Թ������ճԹ� all due and outstanding amounts hereunder. Client shall have no right to a refund of any fees previously paid to 51�Թ������ճԹ� or accrued hereunder, except 51�Թ������ճԹ� shall provide a pro-rated refund in the event 51�Թ������ճԹ� terminates without cause prior to completing services for which fees have been paid in advance.

5. Virtual Digital Assistant Services. If elected by Client, 51�Թ������ճԹ� will provide Client a conversational retail banking artificial intelligence assistant solution (the “Virtual Banking Assistant Services”). 51�Թ������ճԹ� may provide the Virtual Banking Assistant Services or may utilize one or more third party service providers (each a “Third Party Service Provider”) for the provision of all or some of Virtual Banking Assistant Services. The Virtual Banking Assistant Services shall be subject to the following additional terms:

(a) Notwithstanding anything in the Agreement to the contrary, the initial term of the Virtual Banking Assistant Services shall end one (1) year following the date the Virtual Banking Assistant Services were first used by Client in production. Unless written notice of non-renewal is provided by either party at least 30 days prior to the expiration of the initial term or any renewal term, the Virtual Banking Assistant Services shall automatically renew for additional term(s) of 1 year.

(b) Client acknowledges that Virtual Banking Assistant Services may contain automated reporting routines that will automatically identify and analyze certain aspects of use and performance of Virtual Banking Assistant Services and/or the systems on which they are installed, as well as the operator and operating environment (including problems and issues that arise in connection therewith), and provide e-mail and other reports to 51�Թ������ճԹ� and/or its Third Party Service Provider; this includes, without limitation, information on usage that 51�Թ������ճԹ� and/or its Third Party Service Provider uses for billing purposes. 51�Թ������ճԹ� and/or its Third Party Service Provider will be entitled to inspect the installation and configuration of the Virtual Banking Assistant Services and systems from time to time on reasonable notice. Client will not (and will not attempt to) directly or indirectly block, disable, or otherwise interfere with or circumvent the normal operation of such routines. Provided it does not identify Client, 51�Թ������ճԹ� and/or its Third Party Service Provider will be free to use for development, diagnostic and corrective purposes any data and information it so collects relating to diagnosis, problems, systems, performance, use or functionality, and may allow others to do so.

(c) IN NO EVENT SHALL FIRSERV OR ITS THIRD PARTY SERVICE PROVIDER BE LIABLE FOR ANY CLAIMS ARISING OUT OF THE VIRTUAL BANKING ASSISTANT SERVICES FOR ANY DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO FISERV FOR THE VIRTUAL BANKING ASSISTANT SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

(d) Client agrees that 51�Թ������ճԹ� and/or its Third Party Service Provider may use Client’s name and logo to identify Client as a customer of the Virtual Banking Assistant Services on 51�Թ������ճԹ� and/or its Third Party Service Provider’s website and marketing materials.

6. Corillian Online^®: Merchant Funded Offers Service. If elected by Client, 51�Թ������ճԹ� shall implement and support the Corillian Online®: Merchant Funded Offers feature (the “Merchant Funded Offers Service”) that is offered pursuant to 51�Թ������ճԹ�’s relationship with its service provider, Cardlytics, Inc. (“Cardlytics”) (or its successor). The Merchant Funded Offers Service includes a marketing platform developed by Cardlytics that enables participating merchants and other advertisers (“Merchant(s)”) to market coupons, discounts, and other offers (“Merchant Offer(s)”) through the Corillian Online Services. The Merchant Funded Offers Services shall be subject to the following terms and conditions:

(a) Definitions. Unless defined elsewhere in the Agreement or in these terms, terms appearing in initial capital letters shall have the following meanings:

(i) “Client Customers” mean end-users who actively utilize the Corillian Online Services provided to Client.

(ii) “Client Customer Incentive” means the cash incentive earned by a Client Customer upon redemption of a Merchant Offer in accordance with the terms of the Merchant Offer.

(iii) “Measurement Period” shall mean a calendar month.

(iv) “Merchant Funded Offers Data” means information about Client Customers that Cardlytics or 51�Թ������ճԹ� receives or generates in the performance of the Merchant Funded Offers Services that does not contain any personal identifiers, such as, without limitation, account numbers, names or addresses.

(v) “Participating Merchant” means any Merchant whose Merchant Offers are presented to Client Customers.

(b) Client Customer Incentives.

(i) Client Customer Incentives. 51�Թ������ճԹ� shall provide a monthly aggregate credit to Client based on the Client Customer Incentive activity conducted in the Measurement Period as described below. In conjunction with delivery of the corresponding monthly Client Customer Incentive credit, 51�Թ������ճԹ� shall provide a report to Client detailing the applicable Client Customer Incentives by Client Customer for the calendar month applicable to the monthly aggregate credit described in the preceding sentence.

(ii) Disbursement to Client. Within 90 days after the expiration of the Measurement Period, Cardlytics will provide 51�Թ������ճԹ� with a lump sum payment of all Client Customer Incentives due to Client Customers as well as an itemized list of Client Customer disbursements for processing by Client. 51�Թ������ճԹ� will distribute the lump sum amount to Client within 30 days after 51�Թ������ճԹ� receives the corresponding payment from Cardlytics. This is projected to be within 120 days after the calendar month during which the Client Customer Incentive was earned; provided that if 51�Թ������ճԹ� does not receive the Client Customer Incentive from Cardlytics, 51�Թ������ճԹ� will have no responsibility to remit the corresponding Client Customer Incentive to Client.

(iii) Disbursement to Client Customers. Client will credit the individual Client Customer checking/saving account with itemized amounts per Client Customer within 30 days after Client receives the corresponding lump sum amount from 51�Թ������ճԹ�.

(c) Client Responsibilities.

(i) Collaboration. Client shall collaborate with 51�Թ������ճԹ� and Cardlytics in the implementation and installation of the Merchant Funded Offers Service. Client shall respond to requests by 51�Թ������ճԹ� or Cardlytics within a reasonable period of time and shall furnish 51�Թ������ճԹ� and Cardlytics with reasonably appropriate information and feedback in a responsive manner.

(ii) Regulatory Compliance. Client will comply with all applicable state and federal laws and regulations (including consumer protection and privacy laws) applicable to Client’s offering of the various components of the Merchant Funded Offers Service, and for providing any required disclosures to Client Customers and governmental authorities.

(iii) Terms and Conditions and Privacy Policy. 51�Թ������ճԹ� shall provide sample customer terms and conditions to Client as part of the implementation of the Merchant Funded Offers 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�. Prior to offering the Merchant Funded Offers Service to Client Customers, (i) Client will update its online banking terms and conditions with any required terms and conditions of the Merchant Funded Offers Service for presentment and acceptance by Client Customers; and (ii) Client will not offer the Merchant Funded Offers Service to any Client Customers that have not agreed to such updated terms and conditions. Additionally, Client shall update its privacy policy to ensure compliance with the terms set forth herein.

(iv) Client Customer Education. Client shall provide information on the Merchant Funded Offers Service to Client Customers to promote and market the Merchant Funded Offers Service. Options to provide this information include documents available in the online banking footer, Beavercreek Online Education Center or direct email/mail communications.

(v) Daily File Feeds. Client will provide daily file feeds to 51�Թ������ճԹ� in order to populate Merchant Offers into the Merchant Funded Offers Service for presentment to Client Customers. As part of the implementation of the Merchant Funded Offers Service, file format, required fields, procedures for submission of the file and the location for the file will be provided to Client by 51�Թ������ճԹ�.

(d) Additional Terms.

(i) Use of Data. Notwithstanding the confidentiality terms contained in the Agreement, Client acknowledges and agrees that 51�Թ������ճԹ� and Cardlytics may do the following: use, reproduce, and retain all Merchant Funded Offers Data (i) that pertains to the utility, functionality, or performance of the Merchant Funded Offers Service, (ii) necessary or useful in assisting Cardlytics or 51�Թ������ճԹ� in (a) the diagnosis or correction of an irregularity, error, problem, or defect in the Merchant Funded Offers Service, (b) the measurement of downloads, click-throughs, or Merchant Funded Offers Service usage, (c) the protection or security of the Merchant Funded Offers Service, (d) the evaluation of the Merchant Funded Offers Service, (e) the introduction, implementation, or testing of any improvements, upgrades, or enhancements thereto, and (f) performing 51�Թ������ճԹ�’s obligations hereunder. Additionally, Client’s name, the related geographic footprint of Client, and the Merchant Funded Offers Data will be disclosed to the Participating Merchants as necessary to provide the Merchant Funded Offers Service. 51�Թ������ճԹ� and Cardlytics may also use Merchant Funders Offers Data for the purpose of obtaining and marketing to Merchants and Merchant Offers for the Merchant Funded Offers Service.

(ii) Third Party Beneficiaries. 51�Թ������ճԹ�’s subcontractors, including Cardlytics, who perform the Merchant Funded Offers Service shall benefit from the warranty disclaimers, liability limitations, confidentiality provisions and other terms in the Agreement that protect 51�Թ������ճԹ�.

(iii) Trademarks. Client grants Cardlytics and 51�Թ������ճԹ� a license to use Client’s then current trade names, trademarks, service marks, and similar designations, whether or not registered, (the “Client Marks”) used by Client, in accordance with Client’s usage requirements as provided in writing by Client to Cardlytics and 51�Թ������ճԹ�, subject to and only during the term of the Merchant Funded Offers Services and solely in connection with the Merchant Funded Offers Services specified hereunder as approved by Client. All advertisements and promotional materials, and any other material bearing a Client Mark will identify Client as the owner of each Client Mark so used. If in its reasonable judgment Client determines that Cardlytics’ or 51�Թ������ճԹ�’s’ use of the Client Marks dilutes or diminishes the Client Marks or the goodwill, quality or services associated with any of the Client Marks, then Client will give notice to Cardlytics and 51�Թ������ճԹ� of such issues, and if the issues are not resolved within 5 business days of Cardlytics’ or 51�Թ������ճԹ�’s receipt of such notice, then Client will have the right to terminate the license to the Client Marks in this Section upon notice to Cardlytics and 51�Թ������ճԹ�.

(iv) Term and Termination. Notwithstanding anything to the contrary in the Agreement, 51�Թ������ճԹ� shall have the right to terminate performance of the Merchant Funded Offers Services for any or no reason upon 120 days prior written notice to Client. In the event of termination, the parties will continue to perform their obligations with respect to any Client Customer Incentive earned prior to the effective date of termination.

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