Guardian Analytics Services Additional Terms
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1. DESCRIPTION OF SERVICES.
(a) Description of Services. 51勛圖厙踏梜埳, itself or through its Affiliates and/or third party provider, Guardian Analytics, Inc. (Guardian), will provide to Client and its properly authorized end users (End Users) one or more of the following Services (singularly or collectively, the Guardian Services). Notwithstanding anything to the contrary in the Agreement: (a) Client hereby consents to Guardians use of a third party data center provider in its provision of the Guardian Services; and (b) Client acknowledges and agrees that Guardian and its subcontractors shall be under no obligation to conduct drug testing on their respective personnel involved in the provision of the Guardian Services.
(i) Guardian Analytics Online Retail: To receive this Service, Client must contract with 51勛圖厙踏梜埳 to receive Retail Online Services. This Service provides monitoring for a financial institutions Retail Online Services channel with alerting on anomalous or suspicious online banking activity for retail customers.
(ii) Guardian Analytics Business: To receive this Service, Client must contract with 51勛圖厙踏梜埳 to receive Business Online Services. This Service provides monitoring for a financial institutions Business Online Services channel with alerting on anomalous or suspicious online banking activity business customers.
(iii) Guardian Analytics ACH ODFI: To receive this Service, Client must contract with 51勛圖厙踏梜埳 to receive ACH Manager Services. This Service provides monitoring for originating financial institutions for originating financial institutions with alerting on anomalous or suspicious ACH batches and transactions processed through the ACH Manager Services.
(iv) Guardian Analytics ACH - ODFI - Real-time: To receive this Service, Client must contract with 51勛圖厙踏梜埳 to receive ACH (PEP+) Services. This Service provides real-time monitoring for originating financial institutions with alerting with automated intervention on anomalous or suspicious ACH batches transactions processed through the ACH (PEP+) Services.
(v) Guardian Analytics Wire - Real-time: To receive this Service, Client must contract with 51勛圖厙踏梜埳 to receive WireXchange Services. This Service provides real-time monitoring for financial institutions with alerting and automated intervention on anomalous or suspicious wire payments processed through the WireXchange Services (outbound and inbound).
(vi) Guardian Analytics ACH-RDFI: To receive this Service, Client must contract with 51勛圖厙踏梜埳 to receive ACH Services and Premier ACH Services. This Service uses behavior analytics to analyze ACH receiving files for unusual activity.
(b) Client Obligations and Responsibilities. In addition to all other obligations set forth under these additional terms and in the Agreement, Client will comply with the following obligations in connection with its use of the Guardian Services.
(i) Use of Hosted Services and Restrictions. Client is responsible for all activities conducted under its and its End Users user logins on the Guardian Services. Client and its End Users shall use the Guardian Services in compliance with applicable law and shall not: (a) send through or store in the Guardian Services any infringing or unlawful material; (b) send through or store in the Guardian Services viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (c) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Guardian Services or the data contained therein; (d) modify, copy or create derivative works based on the Guardian Services; (e) reverse engineer, translate, disassemble, decompile or otherwise access or download the underlying software, source code or algorithms of the Guardian Services or cause or permit others to do so; (f) use the Guardian Services for the purpose of building a competitive product or service or copying its features, functions, graphics or user interface; (g) sublicense or use the Guardian Services for commercial time-sharing, rental, outsourcing, or service bureau use; (h) remove any title, trademark, copyright and/or restricted rights notices or labels from the Guardian Services or Documentation; or (i) permit any third party to access the Guardian Services except as permitted herein. As used herein, Documentation shall mean the materials provided or made available to Client relating to the Guardian Services which describe the operation, function and performance of the Guardian Services.
(ii) Recommendations. Client hereby grants to 51勛圖厙踏梜埳 (including its Affiliates and Guardian) a royalty-free, fully paid-up, nonexclusive, perpetual, irrevocable, worldwide, transferable (only to a successor in interest by way of merger, reorganization or sale of all or substantially all assets or equity), sub-licensable license to use, copy, modify or distribute, including by incorporating into the Guardian Services, any suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the operation of the Guardian Services.
(iii) Claims. Client shall bring all claims regarding the Guardian Services and any related professional services, including the provision thereof, solely against 51勛圖厙踏梜埳 and shall not bring any such against Guardian. If Client brings any claim against Guardian, then Client shall indemnify and hold harmless 51勛圖厙踏梜埳 and its Affiliates for any damages sustained or liabilities incurred by 51勛圖厙踏梜埳 and/or its Affiliates in connection with any such claim.
2. HOURS OF OPERATION; TECHNICAL SUPPORT.
(a) Hours of Operation. 51勛圖厙踏梜埳 will use reasonable efforts to cause the Guardian Services to be available to Client in a 7x24 environment, excluding reasonable downtime for maintenance. 51勛圖厙踏梜埳 will use reasonable efforts to attempt to limit its downtime to those hours of operation least impacted by Client usage.
(b) Technical Support. During normal business hours, 51勛圖厙踏梜埳, itself or through its Affiliates or Guardian, shall provide Second Level Support for the Guardian Services. Second Level Support shall mean reasonable operator support to End Users duly trained in the Guardian Services.
3. ADDITIONAL TERMS AND CONDITIONS.
The following additional terms apply to the Guardian Services:
(a) Access. Access to the Guardian Services shall be across public and private lines outside of 51勛圖厙踏梜埳眄s control, and the Guardian Services may be subject to delays or unavailability due to congestion, overload or downtime on public circuits supplied by third parties. Client shall have sole responsibility and liability related to Clients and its End Users access to the Internet and any browsers, computers, devices or other such technologies used to access the Internet and the Guardian Services, and 51勛圖厙踏梜埳 assumes no liability or control over such Internet access or technologies, including without limitation Clients onsite systems and remote employee or affiliate access. Client is solely responsible for implementing and maintaining any necessary security policies, monitoring protocols and other such procedures to ensure that Clients internal networks, devices, workstations, applications and other Client Systems are properly protected from vulnerabilities or risks associated with Clients network or other Client Systems connected to the Internet or any other third party system or network. Furthermore, Client acknowledges and agrees that the Guardian Services may not be compatible with all browsers, computers or other such technology and 51勛圖厙踏梜埳 has no obligation or responsibility to make the Guardian Services compatible with all such technology; provided, however, that 51勛圖厙踏梜埳 will provide Client with a then-current list of compatible technology upon request.
(b) Equipment. Client shall obtain and maintain at its own expense any equipment that is necessary or appropriate to facilitate the proper use and receipt of the Guardian Services.
(c) Third Party Availability. Client acknowledges and understands that the Guardian Services may be subject to unavailability due to congestion or overload on public circuits supplied by third parties or due to downtime by such third parties.
(d) Marketing. Client agrees that Guardian may send it information regarding new Guardian products and services and other marketing communications unless Client notifies Guardian it wishes to opt out of receiving such communications. Client understands that even if it so opts out, it nevertheless will continue receiving system messages and other communications relating to the operation of the Guardian Services.
(e) Offshoring. Offshore employees and Contractors of Guardian may perform certain activities related to the Guardian Services, such as software coding and code testing; quality assurance activities; and production, operational and engineering support, which may include read-only access to Client Information. As used herein, Contractors means individual contractors whom: (a) Guardian retains on a staff augmentation basis; and (b) are employed by third party staff augmentation firms, but whom are subject to all screening and similar procedures to which Guardians employees are subject.
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