51�Թ������ճԹ�

Deposit Solutions Services – Additional Terms

1. SERVICES.

(a) Description of Services. 51�Թ������ճԹ� will provide Client with the deposit solutions services identified in the Agreement and the applicable fee Exhibit (the “Deposit Solutions Services”).

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

(i) “Implementation Date” means the first date on which the applicable Deposit Solutions Services is made available to Client in live production.

(ii) “Item” means any check, teller cash ticket, general ledger entry, loan entry, control document, batch ticket or other document, whether paper, electronic or system created, presented to 51�Թ������ճԹ� for processing in connection with the Deposit Solutions Services.

(c) Implementation Services. 51�Թ������ճԹ� will provide Client with the implementation services for the initially purchased Deposit Solutions Services (the “Professional Services”). Client is responsible for the accuracy and completeness of all Client files provided to 51�Թ������ճԹ� during the implementation. 51�Թ������ճԹ� is not responsible for any damages incurred as a result of any data provided by Client or Client’s third party vendors. Additional professional services, including implementation, customizations, or modifications to the standard services, shall be provided upon Client’s request at 51�Թ������ճԹ�’s then current fees for such services, subject to the availability of 51�Թ������ճԹ� resources.

2. FEES ADJUSTMENTS. 51�Թ������ճԹ� reserves the right to change fees for Deposit Solutions Services to cover any increases in Federal Reserve System costs and charges with 90 days’ notice unless such change by the Federal Reserve System prevent time to provide such notice.

3. ADDITIONAL TERMS.

(a) No Fiduciary Relationship. 51�Թ������ճԹ� shall perform such Deposit Solutions Services in the capacity of Client’s agent. Client acknowledges and agrees that 51�Թ������ճԹ� shall not by reason of providing the Deposit Solutions Services have a fiduciary relationship with respect to Client.

(b) Client Responsibilities. Client shall submit all Items to 51�Թ������ճԹ�, provide all requested instructions and guidance necessary to perform the Deposit Solutions Services and otherwise comply with all Client obligations in accordance with the requirements determined by 51�Թ������ճԹ�. Client shall maintain adequate supporting materials (i.e., actual items or exact copies of items, records, and other data supplied to 51�Թ������ճԹ�) in connection with the receipt of Deposit Solutions Services, and Client shall provide written notice of confirmation and/or verification of any instructions given by Client, its agents, employees, officers, or directors to 51�Թ������ճԹ� in connection with 51�Թ������ճԹ�’s provision of the Deposit Solutions Services. 51�Թ������ճԹ� may rely upon and act in accordance with all instructions as provided, 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. If 51�Թ������ճԹ� discovers an error or defect in Client’s accounts (provided 51�Թ������ճԹ� is under no duty to discover any such error or defect), 51�Թ������ճԹ� is authorized to correct any such error or defect and to make any adjustments in order to correct such error or defect. Client will execute and deliver any agreements, documents, or other forms as may be necessary to comply with the provisions of all applicable laws, regulations, rules terms and conditions, including, without limitation, agreements to establish 51�Թ������ճԹ� as Client’s agent for purposes of delivery of processed items from or to the Federal Reserve Banks or such other correspondent banks as Client may use from time to time.

(c) Additional Terms for Mitek Components.

(i) Certain applications and programs used to provide the Deposit Solutions Services for mobile capture, including, without limitation, MiSnap™ (“Mitek Components”) are third party software provided by Mitek Systems, Inc. (“Mitek”) (or its successor). Use of Mitek Components is solely for use of submitting items through the 51�Թ������ճԹ� Mobile Capture Services. Mitek Components are provided solely for use with 51�Թ������ճԹ�’s approved ASP mobile banking services. Client may offer the Mitek Components to its customers only. If 51�Թ������ճԹ�’s agreement with Mitek for use of Mitek Components is terminated, then the Mitek Components related Deposit Solutions Services shall terminate.

(ii) Client agrees that any copyright notices or branding related to Mitek Components, including “Powered by Mitek” or “© 2008-2020 by Mitek Systems, Inc. All rights reserved” shall be not remove or altered by Client or removed from the notices section of the applicable Deposit Solutions Service application.

(iii) MITEK COMPONENTS ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, IN NO EVENT SHALL FISERV, AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM OUT OF OUR IN CONNECTION WITH THE MITEK COMPONENTS OR THE USE OR OTHER DEALINGS IN THE MITEK COMPONENTS. IN NO EVENT WILL FISERV BE DEEMED TO MAKE ANY WARRANTY ON BEHALF OF MITEK. CLIENT SHALL NOT MAKE ANY REPRESENTATION, WARRANTY OR OTHER SUCH OBLIGATION TO ANY END USER OR OTHER THIRD PARTY REGARDING MITEK COMPONENTS OR THE SERVICES PROVIDED USING MITEK COMPONENTS.

(iv) Notwithstanding anything to the contrary in the Agreement, 51�Թ������ճԹ�’s aggregate liability to Client for any loss, liability, or damage arising out of or related to Mitek Components shall not exceed the fees paid for the Mitek Components related services provided in the 2 months preceding the claim.

(d) Digital Deposit Activation Program. If Client is participating in 51�Թ������ճԹ�’s “Digital Deposit Activation Program,” Client will purchase to the following Services from 51�Թ������ճԹ�: Mobile Deposits, and where applicable, Merchant Deposits and ATM/Kiosk Deposits. With participation in the Digital Deposit Activation Program, Client will receive the following Services through 51�Թ������ճԹ� (along with the required capture services, the “Program Services”): (1) Dynamic Deposit Risk Manager, (2) Real Time Deposits, (3) Digital Deposit Activation Advisory Package, (4) Digital Deposit Activation Marketing Program Toolkit, (5) Branch Deposit Target Reporting or Data Extraction Service, (6) MiSnap™ for use with one or more mobile banking channels certified by 51�Թ������ճԹ� for use with MiSnap™, and (7) on device enrollment, auto-enablement of mobile deposit and other technical enhancements, which will be made available as needed to optimize depositor experience. As used herein, “Program Readiness Date” shall mean the date on which all of the Program Services are implemented and ready for use in live production.

(i) Client Digital Deposit Activation Program obligations include:

A. Client will pay a minimum Mobile Deposits Hosting fee identified in the applicable fee Exhibit or Agreement and such minimum shall commence in month 13 following the Program Readiness Date.

B. Client will purchase Program Services from 51�Թ������ճԹ� as bundled.

C. Client will designate a Client representative as a leader for the Digital Deposit Activation Program who will be responsible for coordinating program objectives with 51�Թ������ճԹ� and to direct activities of Client (the “Program Leader”). The Program Leader will be assigned Digital Deposit Activation Program goals consistent with the targets established by the parties.

D. Client will launch both a consumer and a business marketing campaign within 90 days following the Program Readiness Date.

E. For Clients using Merchant Deposits, Client will target its customers with high-volume branch commercial deposits for conversion to Merchant Deposits, such conversion efforts to be started no later than 60 days of the agreement by Client to participate in the Digital Deposit Activation Program (where Merchant Deposits Services are not in use by Client as of such date, then such high-volume customer conversions will be completed no later than 60 days following the Program Readiness Date).

(e) 51�Թ������ճԹ� Clearing Network. If Client is using the 51�Թ������ճԹ� Clearing Network (“FCN”), the following terms shall apply. FCN Services are provided each business day (excluding Saturdays, Sundays, and locally observed holidays). Items presented to through FCN will be processed in accordance with federal regulatory practices and in adherence with the Electronic Check Clearing House Organization (“ECCHO”) Image Exchange Rules (or any successor rules).

(i) Fee Adjustments. Notwithstanding anything to the contrary in the Agreement, the FCN Services fees may be changed at any time upon 30 days prior written notice to Client (except for any increases assessed by collecting institutions, resulting from related clearing costs or materials to effect the clearing function, where such prior notice will not be required for such increases). Upon notification of a fee change, Client may terminate the 51�Թ������ճԹ� Clearing Network Services without payment of the applicable termination fee by providing 51�Թ������ճԹ� written notice of such termination within 30 days after 51�Թ������ճԹ� issues a notice of such fee increase.

(ii) Settlement. Client will perform settlement utilizing Viewpointe LLC (“Viewpointe”) (or a successor thereto as designated by 51�Թ������ճԹ�) as the agent to pass financial entries to Client's account at the Federal Reserve or designated settlement institution. Client will execute the authorization agreement documentation (the form of which will be provided by 51�Թ������ճԹ� on request) necessary for Viewpointe to pass financial entries to Client’s account at the Federal Reserve and execution of this documentation is a prerequisite for Client’s access to FCN. Client will fund its Federal Reserve account to cover the entries passed from Viewpointe before final settlement occurs.

(iii) FCN Forward Service. 51�Թ������ճԹ� will provide check clearing services for items deposited by Client’s depositors. 51�Թ������ճԹ� will process all outgoing transit items for collection from the paying institutions to include all US fund checks payable to Federal Reserve chartered financial institutions. 51�Թ������ճԹ� will fund Client’s settlement account based on successful capture and/or presentment of files through 51�Թ������ճԹ�’s Deposit Solutions Services. 51�Թ������ճԹ� reserves the right to adjust funds availability based on the inability to collect items due to factors beyond 51�Թ������ճԹ�’s direct control.

(iv) FCN Return Services. 51�Թ������ճԹ� will provide return check clearing services for outgoing return items from Client’s accounts. 51�Թ������ճԹ� will process all return transit items for collection from the paying institutions to include all US fund checks payable to Federal Reserve chartered financial institutions. 51�Թ������ճԹ� will fund Client’s settlement account based on timely processing of Outgoing Return Services through 51�Թ������ճԹ�’s Deposit Solutions Services. 51�Թ������ճԹ� reserves the right to adjust funds availability based on the inability to collect items due to factors beyond 51�Թ������ճԹ�’s direct control.

(v) FCN Receipt Services. 51�Թ������ճԹ� participates in the collection process by accepting checks payable against Client’s routing number (as provided by Client). 51�Թ������ճԹ� will provide such Items, in the manner received, to Client in the form of Inclearing Deposits Services and/or Deposit Return Services as supported by Client’s operating procedures.

(vi) FCN Adjustment Services. All adjustment back-up documentation and entries required for Client to process all inbound adjustments received on a daily basis will post through Client’s designated Viewpointe account and net-settle to Client’s Federal Reserve Bank account. Outbound adjustments will require Client to initiate entries through its designated Viewpointe account and upload back-up documentation to the Viewpointe website; entries will net-settle to Client’s settlement account. Details of this process are defined in 51�Թ������ճԹ�’s FCN Users Guide. Upon request and with written authorization, 51�Թ������ճԹ� will further support these adjustment services on behalf of Client and process any outgoing collection adjustments that result from Client input error as provided in the applicable fees. 51�Թ������ճԹ� will provide back-up documentation for all inbound adjustments within 24 hours following the Viewpointe debit for an adjustment. 51�Թ������ճԹ� will provide Client with source of receipt needed to process outbound adjustment within 24 hours of request. Full adjustment processing requires 3 to 5 business days.