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Credit Sense Services – Additional Terms

1. Prerequisites. In order to receive these Credit Sense Services, Client must also receive 51�Թ������ճԹ� online banking and/or mobile banking services, as applicable, where the applicable 51�Թ������ճԹ� online banking or mobile banking services is supported by 51�Թ������ճԹ� for the Credit Sense Services.

2. Services. 51�Թ������ճԹ�, itself or through its third party subcontractor SavvyMoney, Inc. (“Third Party Provider”) (or its successor), will (i) provide Client’s end users and/or Client’s end user members (“Users”) with access to (A) an overview of their credit score and a credit report card, (B) their credit report, (C) credit report monitoring, and (D) additional features that may enhance such User’s understanding of their credit (“Credit Sense Score Services”); (ii) provide Client with a tool to analyze its portfolio’s credit makeup, conduct wallet share analysis, explore and evaluate lending opportunities, and track campaigns’ performance (“Credit Sense Analytics Services”); and (iii) enable Client to make available financial offers, such as an offer to obtain a new or refinanced car loan, credit card, personal loan, mortgage or other type of financing (“Offers”) to its Users (collectively, the Credit Sense Score Services and Credit Sense Analytics Services are the “Credit Sense Services”). The Credit Sense Score Services will be made available through a widget available on Client’s online or mobile banking site established through a 51�Թ������ճԹ� platform (“Client Site”), and Users who wish to access the Credit Sense Score Services will be directed from the Client Site to, and will be required to register with, the Third Party Provider at a co-branded website (“Credit Sense Website”). All use of the Credit Sense Score Services by Users will occur on the Credit Sense Website which will include the branding of Third Party Provider and Client, and will not include the branding of 51�Թ������ճԹ�. During the term of the Credit Sense Services, 51�Թ������ճԹ� grants to Client a non-exclusive, non-transferrable right to use and access the Credit Sense Services in the United States pursuant to these additional terms.

(a) Compliance with Law. Client shall comply with all applicable law (including all applicable export laws, rules and regulations of the United States) in Client’s use of the Credit Sense Services and in Client’s making available the Credit Sense Services to Users. Client will not import or export any of the Credit Sense Services in violation of any applicable law.

(b) License to 51�Թ������ճԹ� and Third Party Provider. Client grants to 51�Թ������ճԹ� and Third Party Provider a worldwide, non-exclusive, royalty-free, fully paid up, right and license, during the term of the Credit Sense Services to:

(i) use, reproduce and display Client trademarks, service marks, logos and other branding (“Client Branding”) in connection with Third Party Provider’s performance of the Credit Sense Services, including without limitation within the Credit Sense Website, so long as Third Party Provider’s use complies with any reasonable usage guidelines provided at least 10 days in advance in writing by Client. Notwithstanding the foregoing, this license to the Client Branding includes the right to make reasonable modifications to the size and format of the Client Branding solely as reasonably necessary to provide the Credit Sense Services;

(ii) use, reproduce and modify the content provided by Client that will appear within the Credit Sense Website and display such content within the Credit Sense Website; and

(iii) establish and maintain one or more links from the Credit Sense Website to Client’s website(s).

(c) Single Sign-On Provisions. Client authorizes 51�Թ������ճԹ� and Third Party Provider to implement a single sign-on functionality (“SSO”) whereby Users of the Client Site, after having initially registered with Third Party Provider via the Credit Sense Website, will thereafter have access to some (but not all) of the Credit Sense Services after signing on to the Client Site, without having to separately sign-on through their login credentials at the Credit Sense Website. Client agrees as follows:

(i) Client will cooperate with 51�Թ������ճԹ� and Third Party Provider in the implementation of the SSO. Client will be responsible for any costs incurred by it in implementing the SSO.

(ii) Client will provide to 51�Թ������ճԹ� and Third Party Provider the following User data in order to effectuate SSO functionality: name, user name (or User ID number), home address (at which such User currently resides), date of birth, social security number, email address, phone number, and any other information as reasonably required by Third Party Provider to effectuate the SSO functionality (“User Data”).

(iii) Client agrees that Users may continue to access the Credit Sense Services directly through the Credit Sense Website, even if the SSO has been implemented within the Client Site.

(d) Authentication by Client. Client may authenticate the identity of Users who are provided access to the Credit Sense Services, provided that: (a) Client is a regulated financial institution and that the protocol used by Client to verify the identities of Users (“Authentication Protocol”) has been accepted or permitted by its regulators and is in compliance with applicable law; (b) within 10 business days after request of Third Party Provider or 51�Թ������ճԹ�, Client will provide written verification of Client’s Authentication Protocol; (c) Client will comply with any additional or different requirements of Third Party Provider pertaining to Client’s authentication of Users provided in writing to Client within 90 days of Client’s receipt; and (d) Client’s authentication of Users may be discontinued by 90 days’ written notice to Client.

(e) User Data. Client represents and warrants that it has obtained all requisite permissions and consents from Users in compliance with applicable law and Client’s stated privacy policy in order for: (a) Client to provide User Data to 51�Թ������ճԹ� and Third Party Provider; (b) Third Party Provider to provide User Data to 51�Թ������ճԹ�; and (c) 51�Թ������ճԹ� to provide User Data to Third Party Provider. Client acknowledges that certain User Data obtained by Third Party Provider directly from Users or third parties may be transmitted to 51�Թ������ճԹ� and/or Client and that Third Party Provider shall not be required to provide any User Data to Client to the extent: (i) prohibited by applicable law, (ii) prohibited by Third Party Provider’s privacy policies and/or (iii) Users have not provided the requisite consents to Third Party Provider. Client also acknowledges that after termination or expiration of the Credit Sense Services, all User Data and other information associated with the Credit Sense Services may be deleted from Third Party Provider’s systems, and 51�Թ������ճԹ� and Third Party Provider will have no liability with respect to such deletion of such User Data and other information. 51�Թ������ճԹ� and Third Party Provider shall have the right to use Aggregated Data for their internal business purposes (such as improvement, enhancement, diagnostic, forecasting, planning and corrective purposes and to further develop the Credit Sense Services) and to disclose Aggregated Data in 51�Թ������ճԹ�’s or Third Party Provider’s public statements and marketing materials describing and/or promoting the Credit Sense Services. “Aggregated Data” means any data derived from Client’s or its Users use of the Credit Sense Services that does not identify an individual, cannot be used to identify an individual, and is not attributable to Client or a User.

(f) Cooperation; Feedback. Client acknowledges that Client’s timely provision of (and 51�Թ������ճԹ�’s and Third Party Provider’s access to) assistance, cooperation, and complete and accurate information and data from Client’s officers, agents and employees as is reasonably requested by Third Party Provider and 51�Թ������ճԹ� (collectively, “Cooperation”) is essential to the performance of the Credit Sense Services, and that 51�Թ������ճԹ� and Third Party Provider shall not be liable for any deficiency, delay or failure in performing the Credit Sense Services if such deficiency, delay or failure results from Client’s failure to provide full Cooperation as required hereunder. Cooperation includes, but is not limited to, designating a project manager to interface with Third Party Provider during the course of Third Party Provider’s performance of the Credit Sense Services, and providing all necessary review and feedback if requested by Third Party Provider. Third Party Provider and 51�Թ������ճԹ� shall have the right to use or incorporate into the Credit Sense Services any suggestions, enhancement requests, recommendations or other feedback that is provided by Client or Users, without any obligation or liability to Client or Users. Client and Users shall have no obligation to provide any such suggestions, enhancements requests, recommendations or other feedback to 51�Թ������ճԹ� or Third Party Provider.

(g) Disclaimers and Limitations and Liability. Client acknowledges that 51�Թ������ճԹ� and Third Party Provider disclaim any and all warranties of any kind, express, implied, statutory or otherwise, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement, freedom from computer viruses and all warranties arising from a course of dealing course of performance or usage of trade. Notwithstanding anything to the contrary in the Agreement, Client agrees that the aggregate liability of 51�Թ������ճԹ� and Third Party Provider shall not exceed the per User fees actually paid to 51�Թ������ճԹ� for the Credit Sense Services during the one year period preceding the date on which Client provides written notice of the applicable claim.

(h) Third Party Beneficiary. Client agrees that Third Party Provider shall be designated a third party beneficiary to the agreement entered into between 51�Թ������ճԹ� and Client for the Credit Sense Services.

(i) Offers Made Available by Client; Follow Up.

(i) Offers. As part of the Credit Sense Services, Client may make one or more Offers available to Users through the Credit Sense Services, based on credit score and/or other criteria determined by Client in its sole discretion. Offers may be made for the type of products and services of Client which are supported by 51�Թ������ճԹ� and may be posted within the Credit Sense Website. Client represents and warrants that all criteria used in establishing Offers and evaluating Users to determine their qualifications for Offers shall comply with applicable law. For each Offer made through the Credit Sense Website, Client will provide the information and criteria below, which may be provided via a link to a page within the Client Site(s) that contains such information.

A. Product / service information: type of product, applicable APRs

B. Credit score or range of credit score for each lending product

C. Applicable credit or demographic eligibility criteria

D. Transition links from product recommendation on the Credit Sense Website to the Client Site(s)

E. Applicable disclaimers or disclosures, if required

(ii) User Offer Data. For each User who (i) has indicated (either by filling out and/or transmitting an application in response to an Offer, by affirmatively indicating that he/she is interested in obtaining additional information about an Offer, or by affirmatively taking any such other action in response to an Offer) that he/she would like to be contacted about an Offer for which he/she appears to qualify, or (ii) has otherwise granted unrevoked permission to Third Party Provider to provide personal information about such User to Client relating to Offers, Third Party Provider will provide the following contact information (to the extent Third Party Provider has such information) to Client: specified offer, name, username (or User ID number), home address (at which such User currently resides), email address, phone number and any other mutually agreed information about such User (“User Offer Data”). User Offer Data may be transmitted by Third Party Provider either immediately through a loan origination services provider and/or via a file which is transmitted to Client on a daily/weekly/monthly basis, as agreed by the parties. Third Party Provider shall not be required, and shall not, provide the credit score, financial account numbers or other financial information about such Users to Client. Additionally, Third Party Provider does not and cannot guarantee that Users who appear to be qualified for Offers made available by Client (based on information obtained by Third Party Provider from Client, Users, credit bureaus or other third parties) do in fact qualify or will in fact be approved for such Offers after having formally applied with Client for such Offers. Client hereby agrees that it shall use the User Offer Data solely for purposes of communicating with Users about the specified Offer, that it shall not (A) further disclose or distribute such User Offer Data, or (B) contact any User who has subsequently requested not to be contacted by checking all User Offer Data against the most recent scrub list prior to communications to such User.

(iii) User Follow Up Data. For each User who has affirmatively indicated that he/she would like to be contacted by Client regarding such User’s income, expenses and/or spending or about programs or promotions offered by Client, Third Party Provider will provide the following contact information (to the extent Third Party Provider has such information) to Client: name, item about which the User wishes to be contacted, username (or User ID number), home address (at which such User currently resides), email address, phone number and any other mutually agreed information about such User (“User Follow Up Data”). Third Party Provider shall not be required, and shall not, provide the credit score, financial account numbers or other financial information about such Users to Client. Client hereby agrees that it shall use the User Follow Up Data solely for purposes of communicating with the User about the specific issue for which the User requested to be contacted, that it shall not further disclose or distribute such User Follow Up Data, and that it shall not contact any User who has subsequently requested not to be contacted by checking all User Follow Up Data against the most recent scrub list prior to communications to such User.

(iv) Minimum Number of Offers. Client agrees, that in order for 51�Թ������ճԹ� and Third Party Provider to provide the Credit Sense Services, that at all times during the term of the Credit Sense Services, Client must make available no less than one Offer, so that all Users may be evaluated by Third Party Provider based on the criteria for such Offer to determine if such User appears to be qualified for such Offer. Client will at all times during the term of the Credit Sense Services make available at least one Offer and will provide the information and criteria set forth above for each such Offer.

(v) Use of User Credit Score. Client agrees that it may not use Users’ credit scores accessible by Client through an API or otherwise (or any implied credit data of such Users) for the purpose of extending any credit approval to Users. For purposes of clarity, Client may use Users’ credit scores and other information obtained from Users’ credit reports to Prequalify such Users. As used herein, “Prequalify” means identifying Users who appear to qualify for Offers based on soft inquires of such Users’ credit reports, provided that final credit approval will be subject to Client’s underwriting and a hard inquiry of such Users’ credit reports.

(j) Analytics.

(i) Analytics Data. Client agrees that with respect to any data, including the User Offer Data and User Follow Up Data, provided by Third Party Provider as part of the Credit Sense Analytics Services portion of the Credit Sense Services (“Analytics Data”): (a) Client may use Analytics Data for the sole purpose of Prequalifying Users and marketing and following up on Offer(s) made to Users; (b) Client may not use Analytics Data (or any implied credit data of such Users) for the purpose of extending credit approval to Users, but may use the data obtained from a hard inquiry of a User’s credit report, based on Client’s underwriting, to determine whether to extend credit approval to a User; (c) Client may use the Analytics Data for only a period of 30 days after the date on which the Analytics Data was generated (thereafter, new Analytics Data may be used, but the Analytics Data which is older than 30 days from the date it was generated may not be used, even if combined with other data); and (d) Analytics Data may no longer be used by Client for an individual who ceases to be a User of Client.

(ii) Access to Data; Analytics Portal. Analytics Data will be made available on the on the Credit Sense Analytics Services portal (“Analytics Portal”) provided by Third Party Provider as part of the Credit Sense Analytics Services. Client agrees that access to the Analytics Portal will be given solely to current employees of Client who will sign up for unique usernames and passwords (“Login Credentials”). If Client wishes to provide access to the Analytics Portal to a contractor or any other third party, Client must obtain Third Party Provider’s prior written consent and a separate Login Credential for each such approved third party (“Approved Third Party”). Client will be fully responsible and liable for all storage, use and disclosure of all the Analytics Data (by Client, its authorized employees and Approved Third Parties) and agrees to manage and, where appropriate, revoke access to the Analytics Data from such employees and Approved Third Parties. Client will be responsible for maintaining the confidentiality of all such Login Credentials and agrees not to (and to require such employees and Approved Third Parties who are provided with unique Login Credentials not to) transfer, share, disclose or resell such Login Credentials to any third party. Client will immediately notify Third Party Provider of any unauthorized use of any of such Login Credentials, unauthorized access to the Analytics Portal through its account, or any other breach of security related to its account or the Analytics Portal. Client will be liable and responsible (and Third Party Provider will not be liable) for any loss or damage arising from Client’s failure to comply with any of the foregoing obligations.

(k) Requirements Applicable to Fixed Fee Arrangements. If Client has elected to purchase the Credit Sense Services for a fixed price or fixed fee, Client will promptly notify 51�Թ������ճԹ� and Third Party Provider in the event of a merger involving Client, sale of substantially all of Client’s stock or assets, the acquisition by Client of the stock or assets of third party, or similar transaction.

(l) Updates to Third Party Provider Terms. Client acknowledges and agrees that 51�Թ������ճԹ� and its Third Party Provider may modify these terms with no less than 90 days’ written notice to Client, which modified terms will become effective upon the stated effective date of such notice to Client. If Client objects to any such modified terms, Client will have the right to terminate the Credit Sense Services by written notice to 51�Թ������ճԹ� at any time up to 30 days after the effective date of the modified terms.

3. Support. During normal business hours, 51�Թ������ճԹ� shall provide First Level Support to Client for the Credit Sense Services. “First Level Support” shall mean reasonable operator support to Client including: (a) answering general and frequently asked questions posed by Client, (b) trouble-shooting issues related to Credit Sense Services setup, hardware setup, and username and password issues, and (c) as determined appropriate by 51�Թ������ճԹ�, contacting Third Party Provider support staff or directing Client to contact Third Party Provider support staff via the Credit Sense Website to handle certain Client questions.

4. Client Responsibilities.

(a) Client acknowledges that these additional terms are required by Third Party Provider and may not be modified without the written consent of Third Party Provider. 

(b) Client will use, and will instruct its Users to use, the Credit Sense Services in accordance with such rules or operating instructions as may be established by 51�Թ������ճԹ� or Third Party Provider from time to time. Client will enter into a written agreement regarding the Credit Sense Services with Users (“Terms of Service”), and require the Users to follow the Terms of Service. As part of 51�Թ������ճԹ�’s standard documentation for the Credit Sense Services 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� or Third Party Provider 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 User complaints or legal claims that result from such modifications.

(c) Client will provide all necessary cooperation, information, access and assistance in connection with the Credit Sense Services and the Credit Sense Website. At its own expense, Client shall make available to 51�Թ������ճԹ� an adequate number of Client personnel for the purpose of assisting 51�Թ������ճԹ� and Third Party Provider in launching the Credit Sense Website. 51�Թ������ճԹ� shall be relieved of its obligations hereunder to the extent Client fails to make available its personnel at such times and in such numbers deemed reasonably appropriate or adequate by 51�Թ������ճԹ�. Client shall designate one Client employee, in writing, to be responsible for the project management and coordination of the Credit Sense Services and the Credit Sense Website.

(d) If the launch date of the Credit Sense Services is delayed because of Client or any third party, Client shall reimburse 51�Թ������ճԹ� for any expenses reasonably incurred by 51�Թ������ճԹ� as a result of such rescheduling.

5. Additional Terms.

(a) If 51�Թ������ճԹ�’s agreement with Third Party Provider terminates for any reason, 51�Թ������ճԹ� may terminate Client’s use of the Credit Sense Services; provided, however, before terminating, 51�Թ������ճԹ� will allow Client to continue to use the Credit Sense Services as long as 51�Թ������ճԹ� is permitted to do so under its agreement with Third Party Provider. During the term ofthe Credit Sense Services, 51�Թ������ճԹ� mayprovide written notice to Client that it is offering a product and/or service ofsubstantially similar functionality and use as all or any portion of theCredit Sense Services provided herein.Following such notice, either party may elect to transitionClient to such product or service,subject to (i) providing the other party with written notice at least 90 days prior to such transition and (ii)51�Թ������ճԹ� and Client entering into a separateagreement for such product and/or service.

(b) To the extent 51�Թ������ճԹ�’s obligations under the Agreement related to the Credit Sense Services are dependent on the actions of a third party, including but not limited to Third Party Provider, or entering into an agreement with such third party, 51�Թ������ճԹ� shall use commercially reasonable efforts to obtain such action or enter into such agreement on reasonable terms. If 51�Թ������ճԹ� is unable to obtain such action or enter into such agreement after complying with the foregoing, 51�Թ������ճԹ�’s dependent obligation under the Agreement shall immediately terminate.

(c) Any additional services requested by Client may be provided by 51�Թ������ճԹ� or Third Party Provider subject to payment by Client of 51�Թ������ճԹ�’s or Third Party Provider’s then current professional services rates for such services.