51�Թ������ճԹ�

ENTERPRISE PAYMENTS PLATFORM SERVICES – ADDITIONAL TERMS

If purchased by Client, 51�Թ������ճԹ� will provide Client with access to services from 51�Թ������ճԹ�’s applicable transaction processing platform (“Enterprise Payments Platform Services” or “EPP Services”), subject to the terms set forth below.

1. DEFINITIONS.

The following capitalized terms have the following definitions.

(a) “ACH” means the Automated Clearing House.

(b) “Customer” means Client’s customer.

(c) “EPP ACH” means 51�Թ������ճԹ�’s ‘Enterprise Payments: ACH Services’ for processing Transactions via ACH.

(d) “EPP Fedwire” means 51�Թ������ճԹ�’s ‘Enterprise Payments: Fedwire Services’ for processing Transactions via the Fedwire^TM Funds Service operated by the FRB.

(e) “EPP RTP” means 51�Թ������ճԹ�’s ‘Enterprise Payments: Real Time Payments Services’ for processing Transactions via TCH RTP.

(f) “EPP Solution Overview” means the documentation that describes, among other things, the various clearing networks (e.g., SWIFT, Fedwire, ACH, RTP, etc.), as updated from time to time by 51�Թ������ճԹ�.

(g) “EPP SWIFT” means 51�Թ������ճԹ�’s ‘Enterprise Payments: Correspondent Payments Services’ for processing Transactions via the SWIFT.

(h) “Fedwire” means The Fedwire^TM Funds Service operated by the FRB.

(i) “FRB” means the Federal Reserve Bank.

(j) “NACHA” means the National Automated Clearing House Association.

(k) “On-Us Transaction” means a Transaction that moves funds into, or out of, Client’s internal accounts and are not routed through an external clearing network.

(l) “Project Manager” means a person duly designated by each party to act as its representative in relation to a Professional Services Project (defined below).

(m) “Program Manager” means a 51�Թ������ճԹ� resource who supports an entire Project (defined below) and identifies key subject matter experts and assists with making the 51�Թ������ճԹ� resources available in a timely manner in relation to the Project.

(n) “RTP” means Real Time Payments.

(o) “SWIFT” means S.W.I.F.T. SCRL Limited Liability Cooperative Company and its related financial messaging and data services.

(p) “TCH” means The Clearing House.

(q) “Transaction” means a payment request or the end-to-end processing of a payment from initiation to final accounting, including any messages received or sent and/or API interaction in the course of its processing (e.g., an incoming or outgoing funds transfer processed through Fedwire or an On-Us Transaction). The two sides of an On-Us Transaction payment are together counted as a single Transaction, and all other incoming or outgoing funds transfers or payment requests are regarded as separate Transactions.

2. EPP SERVICES. 51�Թ������ճԹ� shall provide access to the EPP Services selected by Client, as further described below and in the EPP Solution Overview. In connection with Client’s access to the EPP Services, the following interfaces will be provided that connect the 51�Թ������ճԹ� systems, identified below, to the EPP Services:

Interface	51�Թ������ճԹ� system	Purpose
Sign-On	FDL Portal	Two-Factor Authentication Log-in Gateway to Enterprise Payment Platform, PaymentView Navigator, and FCRM
Reporting	PaymentView Navigator	Provide EPP report via the hosted solution
OFAC	FCRM	OFAC for sanction screening

(a) EPP Fedwire and EPP SWIFT. If purchased by Client, 51�Թ������ճԹ� shall provide the following functionality and interface connectivity for EPP Fedwire and EPP SWIFT as part of the EPP Services.

(i) Functionality. The following core services functionalities will be provided for EPP Fedwire and EPP SWIFT:

Functionality Name

Accounting

Activity Monitoring

Alerts and Notifications

Authorization (Funds Control)

Business Intervention

Channels

Charging

Customer and Account

Customer and Account Data

Customer and Account Data - Remote Lookup

Debit Authority

Direct and Cover Processing

Exception Management

External Advising – SWIFT

Flow Control and Scheduling (SCM, Nostro)

Foreign Exchange - Rate Sheet

Future Warehouse

Manual Entry and Repair

Quality, Enrichment and Repair

Reference Data

Regulatory Compliance

Reporting

Routing and Qualification – MOP Selection

Routing and Qualification – Routing Rules

Transaction Search

User and Work Segmentation

(ii) Standard Product Interfaces. The standard interfaces set forth below will be provided during initial integration to facilitate Client’s communication between the designated Client solutions identified below with the EPP Services. Client shall not integrate any other solutions or systems or otherwise send information to or from the EPP Services to other technology solutions unless the parties mutually agree otherwise in writing. Unless specifically designated below, Client is responsible for developing the connections from the relevant Client solution and the standard product interfaces to the associated Client system, and Client shall only connect through the 51�Թ������ճԹ� prescribed Policy Enforcement Point (“Policy EP”).

Interface	Options	Pre-Integrated by 51�Թ������ճԹ� (Y or N)	Interface
Accounting	Real Time/End of Day	Y to Signature Hosted core	ACC
Activity Monitoring	External Feed	N	JMX
Alerts and Notifications	��	Y if client utilizes Notifi hosted by 51�Թ������ճԹ�	PEN
Alerts and Notifications	Push Feed of alerts to external	Y if client utilizes Notifi hosted by 51�Թ������ճԹ�	ANS
Alerts and Notifications	Bank Notification response into solution	Y if client utilizes Notifi hosted by 51�Թ������ճԹ�	BNR
Authorization (Funds Control)	��	Y to Signature hosted core	GFC
Channels	ISO	N	ISO
Channels	SWIFT	N	SWF
Client and Account	��	N	CIF
Client and Account - Remote Look up	��	N	CIR
Direct and Cover	��	N	RMA
External Advising	ISO	N	ADV
External Advising	SWIFT	N	SWF
External Advising	NACHA	N	ADVNACHA
Foreign Exchange	Sheet rate	N Requires file of FX rates to be sent to 51�Թ������ճԹ� daily to load into DPP in prescribed format	FXS
Manual Entry and Repair	Balance	N	BAL
Reference Data	��	N	RDL
Regulatory Compliance	AML	N	AML
Regulatory Compliance	OFAC/FATF	N	OFC
User and Work Segmentation	Multi-factor authentication/SSO	N	SSO

(iii) Additional Terms for Fedwire:

· Client is fully responsible for its relationship and obligations to the FRB and for the Fedwire service, including without limitation to: (a) establish and manage its FRB master account with respect to both its intraday and overnight positions; (b) manage any overdraft incurred with the FRB; (c) manage any out of balance conditions or discrepancies; (d) execute any required agreements or other documents with the FRB, including without limitation a security procedures agreement; and (e) establish, maintain and execute all required FRB security procedures as further described in the applicable FRB rules.

· Client is fully responsible for business operations and the movement of its own and its customers’ funds, including without limitation to: (a) correctly submit, verify, and release all wire instructions and correctly operate the EPP Services (in accordance with the applicable user guide and training); (b) access and review payment transaction activity and monitoring the status of each wire; (c) maintain and load daily all information through the applicable interface; and (d) store any reports generated.

(iv) Additional Terms for SWIFT:

· Client is fully responsible for its relationship and obligations to SWIFT and for the SWIFT service, including without limitation to: (a) establish and manage its SWIFT business identification code (“BIC”); (b) settling its position with correspondent banks; (c) execute any required agreements or other documents with SWIFT, including without limitation a security procedures agreement; (d) pay SWIFT directly for all fees assessed by SWIFT to the Client, and (e) establish, maintain and execute all required SWIFT security procedures.

(b) EPP RTP. If purchased by Client, 51�Թ������ճԹ� shall provide the following functionality and interface connectivity for EPP RTP, as part of the EPP Services.

(i) Functionality. The following core services functionalities will be provided for EPP RTP:

Functionality Name

Accounting

Activity Monitoring

Alerts and Notifications

Authorization (Funds Control)

Business Intervention

Charging

Customer and Account

Customer and Account Data - Remote Lookup

Exception Management

External Advising – SWIFT

Foreign Exchange - Rate Sheet

Future Warehouse

Manual Entry and Repair

Reference Data

Regulatory Compliance

Reporting

Reporting – paymentView

Routing and Qualification – MOP Selection

Transaction Search

User and Work Segmentation

(ii) Standard Product Interfaces. The standard interfaces set forth below will be provided during initial integration to facilitate Client’s communication between the designated Client solutions identified below with the EPP Services. Client shall not integrate any other solutions or systems or otherwise send information to or from the EPP Services to other technology solutions unless the parties mutually agree otherwise in writing. Unless specifically designated below, Client is responsible for developing the connections from the relevant Client solution and the standard product interfaces to the associated Client system, and Client shall only connect through the 51�Թ������ճԹ� prescribed Policy EP.

Interface	Options	Pre-Integrated by 51�Թ������ճԹ� (Y or N)	Interface
Accounting	Real Time/End of Day	Y to Signature hosted core	ACC
Activity Monitoring	External Feed	��	JMX
Alerts and Notifications	��	Y if client utilizes Notifi hosted by 51�Թ������ճԹ�	PEN
Alerts and Notifications	Push Feed of alerts to external	Y if client utilizes Notifi hosted by 51�Թ������ճԹ�	ANS
Alerts and Notifications	Bank Notification response into solution	Y if client utilizes Notifi hosted by 51�Թ������ճԹ�	BNR
Authorization (Funds Control)	��	Y to Signature hosted core	GFC
Channels	ISO	N	ISO
Channels	SWIFT	N	SWF
Client and Account	��	N	CIF
Client and Account - Remote Look up	��	N	CIR
External Advising	ISO	N	ADV
External Advising	SWIFT	N	SWF
External Advising	NACHA	N	ADVNACHA
Foreign Exchange	Sheet rate	N Requires file of FX rates to be sent to 51�Թ������ճԹ� daily to load into DPP in prescribed format	FXS
Manual Entry and Repair	Balance	N	BAL
Regulatory Compliance	AML	N	AML
User and Work Segmentation	Multi-factor authentication/SSO	N	SSO

(iii) Additional Terms for EPP RTP:

· Client is fully responsible for: (a) complying with and being subject to TCH RTP Network Rules (“RTP Rules”) (b) all obligations arising from Client’s participation in RTP, including obligations related to, or arising in connection with, the Designated RTP Messages, defined below; and (c) its relationship and obligations to TCH. If capitalized terms are not defined in the Agreement or in these additional terms but used herein, then such terms shall have the meanings as defined in the RTP Rules.

· Client shall formally notify TCH and 51�Թ������ճԹ� that Client is designating 51�Թ������ճԹ� as its Third-Party Service Provider, as defined in the RTP Rules, to act on its behalf, as its agent, to transmit and receive payment messages and other messages (“RTP Messages”) through TCH’s RTP, as defined and further described in the message and technical specification in the RTP Rules. In connection with the appointment, Client will:

o Designate the routing number(s) that will identify RTP Messages that may be sent to TCH on Client’s behalf by 51�Թ������ճԹ� and received by 51�Թ������ճԹ� on Client’s behalf from TCH (“Designated RTN(s)”);

o Authorize TCH to: (a) deliver to 51�Թ������ճԹ� all RTP Messages that identify the Participant (as that term is defined in the RTP Rules) with the Designated RTN(s); and (b) receive from 51�Թ������ճԹ� all RTP Messages that identify the Participant with the Designated RTN[s] (collectively, “Designated RTP Messages”); and

o Allow 51�Թ������ճԹ� to designate, in writing from time to time, its officers and employees that 51�Թ������ճԹ� deems appropriate to act as contacts with TCH, and will authorize TCH to treat such persons as Client’s agents for all matters relating to Designated RTP Messages sent to or by 51�Թ������ճԹ� that require contact between TCH and a Participant of the RTP network.

(c) EPP ACH. If purchased by Client, 51�Թ������ճԹ� shall provide the following functionality and interface connectivity for ACH, as part of the EPP Services. These are in addition to any previously provided functionality and interface connectivity.

(i) Functionality.

Functionality Name

Accounting

Activity Monitoring

Alerts and Notifications

Authorization (Funds Control)

Business Intervention

Channels

Customer and Account

Customer and Account Data - Remote Lookup

Exception Management

External Advising

Foreign Exchange - Rate Sheet

Future Warehouse

Limits and Thresholds

Manual Entry and Repair

Reference Data

Reporting

Reporting – paymentView

Routing and Qualification – MOP Selection

Transaction Search

User and Work Segmentation

(ii) Standard Product Interfaces. The standard Interfaces set forth below will be provided during initial integration to facilitate Client’s communication between the designated Client solutions identified below with the EPP Services. Client shall not integrate any other solutions or systems or otherwise send information to or from the EPP Services to other technology solutions unless the parties mutually agree otherwise in writing. Unless specifically designated below, Client is responsible for developing the connections from the relevant Client solution and the standard product interfaces to the associated Client system, and Client shall only connect through the Policy EP.

Interface	Options	Pre-Integrated by 51�Թ������ճԹ� (Y or N)	Interface
Accounting	Real Time/End of Day	Y to Signature hosted core	ACC
Alerts and Notifications	��	Y if client utilizes Notifi hosted by 51�Թ������ճԹ�	PEN
Alerts and Notifications	Push Feed of alerts to external	Y if client utilizes Notifi hosted by 51�Թ������ճԹ�	ANS
Alerts and Notifications	Bank Notification response into solution	Y if client utilizes Notifi hosted by 51�Թ������ճԹ�	BNR
Authorization (Funds Control)	��	Y to Signature hosted core	GFC
Channels	ISO	N	ISO
Channels	SWIFT	N	SWF
Client and Account	��	N	CIF
Client and Account –Remote Look up	��	N	CIR
External Advising	ISO	N	ADV
External Advising	SWIFT	N	SWF
External Advising	NACHA	N	ADVNACHA
Foreign Exchange	Sheet rate	N Requires file of FX rates to be sent to 51�Թ������ճԹ� daily to load into DPP in prescribed format	FXS
Reference Data	��	N	RDL
User and Work Segmentation	Multi-factor authentication/SSO	N	SSO

(iii) Additional Terms for EPP ACH:

· Origination of ACH Items. Originated EPP ACH entries may be from internal or external sources as determined by Client. However, Client acknowledges that, pursuant to NACHA Operating Rules and Guidelines (“NACHA Rules”), the Originator, as defined in the NACHA Rules, (whether Client or another institution) is solely responsible for any ACH item originated in its name. Other than as instructed by Client, 51�Թ������ճԹ� agrees that it shall not originate any ACH item in the name of the Client for and on behalf of 51�Թ������ճԹ� or any other person or entity, and in no event will 51�Թ������ճԹ� be the Originator. Client will ensure, and remains solely responsible for ensuring, that Client is set up to access the appropriate reports necessary to validate ACH items originated in its name and for 51�Թ������ճԹ� to provide the EPP ACH Services accordingly. 51�Թ������ճԹ� is not responsible for verifying the accuracy of ACH input, such as company name, dollar amounts, entry counts, effective dates, and transmission time and date.

· NACHA Compliance. 51�Թ������ճԹ� and Client agree to comply with all NACHA Rules set forth by NACHA, as applicable in each case to 51�Թ������ճԹ� and Client and their respective obligations hereunder. If capitalized terms are not defined in the Agreement or in these additional terms but used herein, then such terms shall have the meanings as defined in the NACHA Rules.

3. CLEARING NETWORK AVAILABILITY. 51�Թ������ճԹ� will use commercially reasonable efforts to make the EPP Services available during Client’s standard hours of operations and in accordance with the schedule below; however, access to clearing networks is generally only available during normal operating days and hours offered by the relevant clearing network operator, as may be periodically adjusted by such operator. Client will be responsible for the ongoing alignment of its operations and processes to meet the deadlines of each of the applicable clearing network operators. All times provided below are in Eastern Time, unless otherwise noted or updated by 51�Թ������ճԹ�.

CLEARING NETWORK	CLIENT PROCESSING HOURS	DAYS
EPP Fedwire	8:00 A.M. – 9:00 P.M.	Monday – Friday
EPP RTP	24 hours/day	Sunday – Saturday
EPP ACH	10:00 A.M. – 2:00 A.M. (the following day)	Monday – Friday

��

Note: Excludes FRB holidays and any pre-defined or regularly scheduled maintenance window set by 51�Թ������ճԹ� or the specific clearing network operator.

4. CLIENT SUPPORT CENTER. 51�Թ������ճԹ� shall provide Client support for the EPP Services as set forth in 51�Թ������ճԹ�’s client support center documentation, as updated from time to time.

5. PROFESSIONAL SERVICES.

(a) Professional Services. In exchange for Client’s payment of the applicable fees set forth in the Agreement and applicable fee exhibit, 51�Թ������ճԹ� will provide Client with implementation, training, consulting or other professional services (collectively, “Professional Services”) for the EPP Services. 51�Թ������ճԹ� will support Client with Professional Services for various projects (each a “Project”).

(b) Initial Professional Services. Professional Services provided in connection with Client’s initial implementation Project (“Initial Professional Services”) are described in 51�Թ������ճԹ�’s Client Implementation Project Process documentation (the “CIP Document”), which will be provided to Client.

(c) Additional Professional Services. Other optional Professional Services may be requested by Client and will be provided upon the parties’ mutual written agreement, subject to 51�Թ������ճԹ� availability and billed at 51�Թ������ճԹ�’s then-current rates. Such optional Professional Services may include without limitation: (i) assistance with integration to Client systems, (ii) migration support, (iii) customization requests and/or (iv) additional remote or on-site training-related Services.

(d) Project and Program Management. For the provision of a Professional Services Project, including the Initial Professional Services, both parties will maintain a Project Manager as the single point of contact for the party. 51�Թ������ճԹ� and Client will agree on a governance structure for the Project. As needed, and particularly during any Initial Professional Services to implement the EPP Services, 51�Թ������ճԹ� will also provide a Program Manager.

(e) In addition to the terms in the CIP Document, Professional Services shall be subject to the following terms:

(i) Projects may be requested through an amendment to the Agreement, statement of work, change request or other such document mutually agreed and executed between the parties (“Project Documentation”).

(ii) Following the execution of such a Project Documentation, 51�Թ������ճԹ� may at its option provide a plan for the implementation of the applicable Professional Services (“Project Plan”). All efforts contained in a Project Plan will be based on complete and final requirements discovered by 51�Թ������ճԹ� during joint scoping efforts with Client. The parties will work together to, in good faith, complete the Professional Services according to the Project Plan, including meeting the dates and timing set forth in the Project Plan. The Project Plan is a good faith estimate of what the effort will take. If the quoted tasks are at risk of exceeding the estimate, they will be elevated to the Project Manager for discussion and to develop alternatives to contain the scope to an agreed upon level. Any dates for performance in the Project Plan will be dependent upon the timely performance by each party of their assigned tasks.

(iii) 51�Թ������ճԹ� will perform the Professional Services in the designated environments based on the agreed upon Project Documentation or Project Plan. Client personnel required to participate in the Project shall be familiar with Client’s systems and operations.

(iv) It is assumed that each phase of this Project will continue uninterrupted from start to finish. If there are any Project interruptions, modifications or changes to a Project, the Project Change Control Procedures (set forth below) will be invoked and 51�Թ������ճԹ� may charge for any resulting additional work or time taken by its personnel (at then-current rates). The Professional Services will be deemed completed upon the completion date set forth in the Project Documentation or Project Plan.

(v) All customizations and development created by 51�Թ������ճԹ� or its subcontractors during a Project will remain the property of 51�Թ������ճԹ� and are deemed 51�Թ������ճԹ� Confidential Information.

(f) 51�Թ������ճԹ� Responsibilities.

(i) 51�Թ������ճԹ� will designate a 51�Թ������ճԹ� Project Manager or alternate point of contact who will:

· Provide administration and technical direction for the Project;

· Be the focal point for coordinating activities between 51�Թ������ճԹ� and Client;

· Coordinate, as needed, any implementation dates with the Client Project Manager to accommodate any implementation time or date restrictions present at 51�Թ������ճԹ� or Client; and

· Resolve any differences in the project tasks parameters and provide verbal status updates to Client’s management team.

(ii) As needed, 51�Թ������ճԹ� will provide a Program Manager.

(g) Client Responsibilities:

(i) Client will identify and schedule key Client project team members to participate in the creation and execution of the Project Plan for the Professional Services.

(ii) Client will designate a Project Manager or alternate point of contact who will:

· Provide administration and technical direction for Client’s efforts on a Project;

· Serve as the interface between the 51�Թ������ճԹ� and Client’s resources;

· Select, obtain and/or schedule Client personnel, resources, information, data, and functional end users;

· Obtain Client decisions from Client decision makers;

· Coordinate any implementation dates with the 51�Թ������ճԹ� Project Manager to accommodate any implementation time or date restrictions present at 51�Թ������ճԹ� or Client;

· Perform Project Change Control activities;

· Provide 51�Թ������ճԹ� access to Client’s payment services system; and

· Initiate, sign and keep in effect agreement(s) with all relevant third parties (including license agreements).

(iii) Client will implement required changes to current operations and procedures per the Project Plan.

(iv) Client will provide and initiate user test plan (“UT”), a pilot plan (“PP”) and user acceptance testing (“UAT”) as needed.

(h) Project Change Control Procedure. Any modifications, changes, enhancements, conversions, upgrades, or additions to the agreed upon in a Project Plan, Project Documentation or other Professional Services beyond those stated in such document shall be documented in accordance with the below process:

(i) Any request for changes must be submitted by the relevant party using a Project Change Request (“PCR”). A PCR will be the vehicle for communicating change. The PCR must describe the change, the rationale for the change, and the effect the change will have on the Project.

(ii) The designated Project Manager of the requesting party will review the proposed change and determine whether to submit the request to the other party.

(iii) Each party’s Project Manager will review the proposed change and approve it for further investigation or reject it. 51�Թ������ճԹ� will specify any charges for such investigation.

(iv) If the investigation is authorized, the Project Managers will sign the PCR which will constitute approval for the investigation charges. The investigation will determine the effect that the implementation of the PCR will have on price, schedule and other terms and conditions of the Project; and

(v) A written authorization must be signed by both parties to authorize implementation of the change.

6. Managed VPN Solution. As applicable, 51�Թ������ճԹ� will provide connectivity to the EPP Services across a 51�Թ������ճԹ� managed VPN (“51�Թ������ճԹ� Managed VPN Solution”) connecting 51�Թ������ճԹ� and the Client’s production and back-up sites. 51�Թ������ճԹ� agrees to provide Client with a VPN router (“Router”) at its production site and a second at its back-up site which Client may use solely to connect to the EPP Services and for no other purposes. 51�Թ������ճԹ� will retain control of all Router end points. Prior to delivery to Client, 51�Թ������ճԹ� will configure the Router. Client agrees to rack the Router, plug the Router in and supply power to the Router. Client will cooperate with 51�Թ������ճԹ� to resolve any issues with respect to the Router. 51�Թ������ճԹ� shall manage the Router and use reasonable efforts to monitor, update, and fix the Router connection if the Router loses connectivity with the EPP Services. Title to the Router shall remain with 51�Թ������ճԹ� at all times. Upon the termination of applicable EPP Services, Client agrees to return the Router to 51�Թ������ճԹ�. Notwithstanding anything in the Agreement to the contrary, the Router is provided “as is” and 51�Թ������ճԹ� shall have no liability for any claims, actions, damages, or otherwise, arising out of use of the Router

7. CLIENT OBLIGATIONS. In addition to Client’s other obligations under the Agreement, Client agrees to each of the following:

(a) Customer Communication. Client is fully responsible for all communication to and management of its Customers, including without limitation: (i) all communications with Customers; and (ii) all Customer security, procedures and set-up. Client acknowledges that it may have certain notice requirements to its Customers in connection with its use of the EPP Services and that Client shall provide its Customers with any applicable privacy disclosures and/or obtain any necessary consents;

(b) Availability and Continuity. Client is fully responsible for (i) ensuring availability and continuity of its own and applicable third-party resources, availability of Client’s own and third-party test systems, and (ii) timely ordering of all equipment and communication lines, other required bank infrastructure and third-party test windows necessary to ensure effective running of Project according to the agreed Project Plan; and

(c) Financial Transaction Risk. Client is, and shall remain, solely and exclusively responsible for any and all financial transaction risks associated with its accounts and Customers, including without limitation insufficient funds, fraudulent transactions and transactions resulting from improper input data and any other applicable deliverables provided under the Agreement.