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Nautilus Services - Additional Terms

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1. DESCRIPTION OF SERVICES

If purchased by Client, 51�Թ������ճԹ� will provide the following services ("Nautilus Services") to Client for use by its employees and affiliates (collectively, "Users'').

(a) Nautilus Services Functionality

Functionality Provided

Enables Nautilus to operate in a multi-user environment to allow simultaneous user connection for querying and retrieval of documents.

Ability to electronically import e-receipts and electronically signed forms from core account processing system into the Nautilus system.

Ability to electronically import and process pre-indexed bulk image files and archive large numbers of files and their related indices into the Nautilus system.

Ability to electronically import text formatted documents and archive text reports generated from the core account processing system into the Nautilus system.

Ability to electronically import and process pre-indexed PDF files into the Nautilus system.

Ability to ad-hoc import (converted to TIFF format) and index documents sent to the ‘Nautilus’ virtual printer.

Base configuration to support 2 scan stations to simultaneously scan, index, and archive images into the Nautilus system; requires pre-requisite software, refer to additional requirements for disconnected scanning section below.

Ability to query and retrieve documents and reports archived in the Nautilus system through a browser based client interface utilizing Windows Internet Explorer or a desktop-based client built on Windows Presentation Foundation (WFP).

Ability to query and retrieve documents indexed by specific member criteria directly from core account processing system.

Allows Nautilus to be configured to use authentication credentials from supported single sign-on service vendors. Single sign-on services centralize authentication and authorization across multiple applications.

PCI compliant disk group encryption for document storage.

Ability to purge expired documents based on rules provided by Client detailing the number of days, months or years to add to a date available at the document level to purge. Note: automation to set closed or paid-off dates may be available but is not included in the current scope of services and requires additional discovery to quote related services.

One simultaneous access to the business process automation toolkit.

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(b) Remote Managed Services (“Managed Services”)

Managed Services Provided

· Daily Nautilus administrative services · Data base analyst support (8am-5pm, per client time zone) · Weekly system review and reporting · Weekly performance review · Monitor Nautilus COLD processes; fix unidentified SYS items and re-run processes as required · Ingestion management · Output management · Create and maintain User accounts · Create and maintain testing environments for issue resolution · Committing of documents · Platter management · Error handling · Application updates and release upgrades �� Note: Managed services excludes new solution design, installation, and configuration enhancements Managed Services Hours: · Unused monthly services hours expire at the end of each month and cannot be carried over from one month to the next. · Monthly services hours may not be used in advance. · For any hours of Managed Service provided in excess of the monthly services hours: o Will be requested using the Change Control Process as set forth herein; o Hours will be rounded up to the nearest hour and invoiced to Client monthly, in arrears at 51�Թ������ճԹ�’s then standard professional services rate. · Managed Services will be provided during Business Days as defined herein.

(c) OPERATIONS AND RESPONSIBILITIES In addition to the obligations of each party set forth in the Agreement, each party will separately or jointly, as indicated below, be responsible for the following:

Service/Activity/Task	Minimum Frequency	Comments	Responsibility (51�Թ������ճԹ�/Client /Joint)
Create and maintain Nautilus User accounts	As needed	��	Joint
Document Type Creation ��	As needed	New Document Type request will be made via a Client Support Electronic Form using all fields. A Support Ticket will be generated upon submission of approved and completed form. Document Types will be created within 1 Business Day from the request.	Joint ��
Requests of Documents ��	As needed ��	All configuration changes will require a reset of llS. Changes will be available to Client after the scheduled llS reset. Scheduled time to be determined by 51�Թ������ճԹ� based on Client need.	Joint ��
Integrated Archival Sweep Scheduled processes	Daily	Documents will be uploaded from core account processing system based on frequency agreed upon between Client and 51�Թ������ճԹ�.	Joint ��
Monitor Sweep Process	As needed ��	Client will report issues to 51�Թ������ճԹ�.	Joint ��
Fix Sweep Process ��	1 Business Day	51�Թ������ճԹ� will work with Client to resolve.	Joint
COLD Processor Scheduled Process	Daily	Scheduler set up to run periodically based on business requirements	51�Թ������ճԹ� �� ��
Monitor Nautilus COLD Processes. ��	Daily ��	51�Թ������ճԹ� will use an automated process to continually monitor COLD processes, all errors and unidentified items will immediately generate a message to support.	51�Թ������ճԹ� ��
Monitor Nautilus COLD Processes (continued) ��	Daily ��	51�Թ������ճԹ� will manage re-processing, errors and unidentified items.	51�Թ������ճԹ� ��
Fix COLD Processes SYS Unidentified Items and re-run the processes as needed	1 Business Day	If incoming reports are not received within agreed timelines, 51�Թ������ճԹ� will notify Client of missing reports and work with Client to resolve the situation. Updates will be provided based upon jointly agreed on service level standard.	51�Թ������ճԹ� ��
Fix SYS Unidentified Items and re-run the processes as needed	Daily ��	51�Թ������ճԹ� will use an automated process to continually monitor check image import processes. All errors and unidentified items will immediately generate a message to support. 51�Թ������ճԹ� will manage re-processes of unidentified items within its control.	51�Թ������ճԹ� ��
Fix SYS Unidentified Items and re-run the processes as needed (continued)	1 Business Day	If incoming documents are not received within agreed timelines, 51�Թ������ճԹ� will notify Client of issues associated with the check image import process and work with Client to resolve the situation. Updates will be provided based upon jointly agreed on service level standard. �� All interruptions in mission critical file imports will be treated as priority events. All other Check Image Import interruptions will be handled in the normal course.	51�Թ������ճԹ� ��
Sweeps Sweep Scheduled processes	Daily	Scheduler to run every 30 minutes to pull in items in the sweep directory.	51�Թ������ճԹ� ��
Monitor Sweep Process Support Response Issue Resolution	Daily	51�Թ������ճԹ� will use an automated process to continually monitor sweep processes. All errors and unidentified items will immediately generate a message to support.	51�Թ������ճԹ� ��
Monitor Sweep Process Support Response Issue Resolution (continued)	Daily	51�Թ������ճԹ� will manage re-processes or unidentified items within its control. ��	51�Թ������ճԹ� ��
Monitor Sweep Process Support Response Issue Resolution (continued)	Daily	If incoming documents are not received within agreed timelines, 51�Թ������ճԹ� will notify Client of issues associated with sweep process and work with Client to resolve the situation. Updates will be provided based upon jointly agreed on service level standard.	51�Թ������ճԹ� ��
Document Import Processing Scheduled Import Process ��	Daily ��	Scheduler set up periodically based on business requirements. ��	51�Թ������ճԹ� ��
Monitor Nautilus Document Import Processes ��	Daily ��	51�Թ������ճԹ� will use an automated process to continually monitor document import processes. All errors and unidentified will immediately generate a message to support.	51�Թ������ճԹ� ��
Fix SYS unidentified items and re-run the processes as needed	1 Business Day	51�Թ������ճԹ� will manage re-processes of unidentified items within its control.	51�Թ������ճԹ� ��
Generate and review Nautilus logs for error events	Daily	Monitored by both automated and manual processes.	51�Թ������ճԹ�
Communicate with the appropriate parties to escalate issues affecting the operating system and or the database management system	As needed	Using the communication process outline in this section.	51�Թ������ճԹ�
Provide appropriate information regarding issues that need to be escalated.	As needed	Using the communication process outline in this section.	Joint
Monitor System performance	Continuously	��	51�Թ������ճԹ�
Troubleshooting/Ticket Management	As needed	Using the communication process outline in this section process.	51�Թ������ճԹ�
Review documents that have been marked for deletion and restore or delete them.	As need per automated process of ad-hoc or custom requests	Transaction log for deleted documents will be created monthly and will be available for review by Client.	51�Թ������ճԹ�
Provide appropriate information regarding issues that need to be escalated to first line of support	As needed	Using the communication process defined in the agreement	51�Թ������ճԹ�
Software Solution Release Upgrade	No more than 2 releases back from current generally available release.	�� Mutually coordinated	Joint
�� Processing Issues	As needed	Immediately report any processing issue that may affect performance or service levels.	51�Թ������ճԹ�
Create and maintain Nautilus User accounts and passwords.	As needed	��	Client
Provide triage of User issues and escalate to 51�Թ������ճԹ�’s Nautilus support services team	As needed	Triage support means the initial response to a request for support initiated from Client’s Users	Client
Single Point of Contact for Issue escalation.	As needed	Client will have a single point of contact as the primary triage to escalate issues to 51�Թ������ճԹ�.	Client

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2. CLIENT RESPONSIBILITES.

Client will be responsible for the following activities:

(a) Electronic Transmission and/or Courier Services for Delivery of Data

If Client scans data, Client will be responsible for electronic transmission and/or courier services for delivery to Client’s location.

(b) Third Party Software/Hardware/Telecommunication/Network Services Required by Client:

(i) Client will obtain and provide at its own expense, for use by Client, Client administrators, and Client’s Users, web browser software, other compatible client software and necessary communications equipment required to access the Nautilus Services as stated by 51�Թ������ճԹ� in writing in advance and further described in these terms (the “Computer System”). 51�Թ������ճԹ� shall not be responsible for the provision of any maintenance or repairs to the Computer System or of any parts or replacements for the Computer System.

(ii) Client will install and manage Client equipment, software and telecommunications services outside of the applicable 51�Թ������ճԹ� systems.

(iii) Client acknowledges and agrees that any third party hardware, that is required for use of the Nautilus Services, shall be Client’s responsibility for obtaining. 51�Թ������ճԹ� will provide the configurations for any such third party hardware during implementation, which configurations may be updated periodically thereafter.

(iv) Any web browser software, other compatible Client software and necessary communications equipment required to access the Nautilus Services as stated by 51�Թ������ճԹ� in writing in advance.

Client agrees, except as permitted herein, not to permit or authorize any person, legal entity, or other third party to use or access any Nautilus Services, and to comply with the Acceptable Use Policy (defined below).

3. PROFESSIONAL SERVICES.

(a) In exchange for the applicable Professional Services fees, 51�Թ������ճԹ� shall provide the services as described in the table below, subject to the terms of the Agreement and the Professional Services Terms below (“Professional Services”).

Description

Installation and System Integration “Hot-staging” of all functionality proposed Installation, integration and testing of Nautilus functionality Consultative training

Pre-installation Consultancy Meeting Analyze installation logistics, system utilization, document types, indexing and interface requirements

Capture Consultation and set-up of core originated documents archival Assist with document ad-hoc import and scanning Assist with document batch import and scanning

System Access Consultation and set-up for User interfaces to Nautilus hosted solution �� Note: Includes Web Server, Unity Client Server and Core integrated archival and retrieval of Client documents.

Expired Document Purge Consultation and set-up retention policies (based on static rules) for purging expired documents.

Document Conversion Import Processing Import processing for up to 50GB of data from data conversion. Note: Services for data conversion from existing system(s), if required, are not included.

Training Customized train-the-trainer training of administrator to train Client’s Users to operate Nautilus in hosted environment.

4. PROFESSIONAL SERVICES TERMS

(a) Following the execution of an amendment or statement of work for Professional Services, 51�Թ������ճԹ� may at provide a project plan for the implementation of the Professional Services (“Project Plan”). The parties will work together to in good faith for completion of the Professional Services. Any dates for performance in the Project Plan are dependent upon the timely performance by each party of their assigned tasks. 51�Թ������ճԹ� will use commercially reasonable efforts to meet the dates set forth in the Project Plan. Modifications and changes to the Project Plan will follow the Project Change Control process. The Professional Services will be deemed completed upon implementation.

(b) Client Responsibilities:

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

(ii) The Client designated project manager or alternate point of contact will:

A. Serve as the interface between the 51�Թ������ճԹ� and Client’s resources.

B. Select, obtain and/or schedule Client personnel, resources, information, data, and functional Users.

C. Obtain Client decisions from Client decision makers; and

D. Perform Project Change Control activities.

(iii) Implement required changes to current operations and procedures per the Project Plan.

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

(v) Initiate UT, PP, UAT as needed.

(c) Key Assumptions.

(i) The Professional Services and fees are based upon the following key assumptions (“Key Assumptions”):

A. The project will continue uninterrupted from start to finish with no unreasonable interruption. Any unreasonable project interruption may require use of the Project Change Control procedures.

B. If hours cause the existing statement of work estimate to be exceeded, additional hours may be requested via the Project Change Control procedures.

C. Client’s personnel required to participate in the project shall include personnel knowledgeable in the Client’s systems and operations.

D. The Users who will use the results of the Professional Services will be actively involved throughout the project to facilitate knowledge transfer.

E. Client will implement all reasonable data, workflow and procedure changes required for successful completion of the Project Plan.

F. 51�Թ������ճԹ� support, assistance and training may be performed remotely and/or onsite as required.

G. Client will provide remote access to client’s environment. Access requirements will be discussed and agreed upon during creation of the Project Plan.

H. A workday is equivalent to an 8 hour business day, Monday through Friday excluding 51�Թ������ճԹ� observed holidays (“Business Day”).

(ii) Delays or failures caused by a change in or invalidity of any Key Assumptions or by Client’s failure to fulfill its responsibilities may result in 51�Թ������ճԹ�’s release from its obligations of performance, additional hours, or schedule for the remaining work. All changes will be addressed via the Project Change Control procedures.

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

A. Any request for changes must be submitted by the relevant party using a Project Change Control request (“PCR”). The PCR must describe the change, the rationale for the change, and the effect of the change.

B. The 51�Թ������ճԹ� and Client project managers will review the PCR and approve it for further investigation or reject it. 51�Թ������ճԹ� will specify any charges for such investigation. The investigation will determine the effect that the implementation of the PCR will have on price, schedule and other terms and conditions of the Agreement.

C. If the investigation is authorized, the project managers will sign the PCR which will constitute approval for the investigation charges.

D. A written change authorization agreement must be approved by Client’s executive sponsor and signed by both parties to authorize implementation of the investigated changes.

(d) Completion. Professional Services for a project shall be deemed completed upon the earlier of: (i) completion of the relevant Professional Services as may be set forth in the Project Plan; (ii) the completion date set forth in the applicable written agreement to provide the Professional Services; (iii) Client’s use of, or access to, the Nautilus Services for 10 consecutive days without a non-conformity, or (d) 360 days after the effective date of the applicable written agreement to provide the relevant Professional Services.

5. NAUTILUS ON-DEMAND TRAINING

(a) Nautilus On-Demand Training. In exchange for Client’s payment of the corresponding Nautilus On-Demand training fees in the applicable fee exhibit, 51�Թ������ճԹ� shall provide a subscription for the following services (“On-Demand Training”).

Description

Nautilus On-Demand Training On-Demand Training is self-paced training using a catalog of recorded Nautilus training modules covering a wide variety of subjects. Note: Training will typically be available 24/7 for up to 3 Users, .subject to routine maintenance

6. ACCEPTABLE USE POLICY FOR NAUTILUS SERVICES

(a) Generally. 51�Թ������ճԹ� has developed the following “Acceptable Use Policy” or "AUP” to foster the responsible use of 51�Թ������ճԹ�'s and its subcontractor's infrastructure, networks, cloud-based offerings, systems, services, web sites, facilities and products (collectively, the "51�Թ������ճԹ� Infrastructure and Services") by Client and its Users and to enable 51�Թ������ճԹ� to provide Users with secure and reliable services. Client consents to be bound by the terms of this AUP. 51�Թ������ճԹ� reserves the right to modify this AUP at any time effective immediately upon notice to Client. Any use of the 51�Թ������ճԹ� Services after such modification shall constitute acceptance of such modification.

(b) ‘Suspension – Termination. If 51�Թ������ճԹ� determines that any User has violated any element of this AUP, 51�Թ������ճԹ� may terminate or suspend its provision of the Services to that User. 51�Թ������ճԹ� will suspend service for violation of the AUP on the most limited basis as 51�Թ������ճԹ� determines is reasonably practical under the circumstances to address the underlying violation. 51�Թ������ճԹ� will attempt to notify User prior to suspending service for violation of the AUP (which may be via email or any other notification); provided, however, 51�Թ������ճԹ� may suspend service without notice if 51�Թ������ճԹ� becomes aware of a violation of any applicable law or regulation or activity, including but not limited to a violation of the AUP, that exposes 51�Թ������ճԹ� to criminal or civil liability or that exposes the 51�Թ������ճԹ� infrastructure, network or services or any third party property to harm. Such harm may include, but is not limited to, risk of having one or more IP addresses placed on blacklists. 51�Թ������ճԹ� may take such further action as 51�Թ������ճԹ� determines to be appropriate under the circumstances to eliminate or preclude repeat violations, and 51�Թ������ճԹ� shall not be liable for any damages of any nature suffered by Client, any User, or any third party resulting in whole or in part from 51�Թ������ճԹ�'s exercise of its rights under this AUP, except that nothing in this AUP shall exclude or limit 51�Թ������ճԹ�'s liability for death or personal injury caused by its negligence or any other liability that cannot be excluded or limited by law.

(c) Prohibited Conduct

(i) In General. 51�Թ������ճԹ� Services must be used in a manner that is consistent with the intended purpose of the 51�Թ������ճԹ� Services and may be used only for lawful purposes. Users shall not use the 51�Թ������ճԹ� Services to transmit, distribute or store content: (1) in violation of any applicable law or regulation, including export or encryption laws or regulations; (2) that may adversely affect the 51�Թ������ճԹ� systems and Services or other 51�Թ������ճԹ� customers; or (3) that may expose 51�Թ������ճԹ� to criminal or civil liability.

(ii) Inappropriate Content. Users shall not use the 51�Թ������ճԹ� Services to transmit, distribute or store material that is inappropriate, as reasonably determined by 51�Թ������ճԹ�, or material that is obscene (including child pornography), defamatory, libelous, threatening, abusive, hateful, or excessively violent. Notwithstanding the foregoing or anything else to the contrary, no pornographic content of any kind may be stored (either permanently or temporarily), processed by or transmitted through any of 51�Թ������ճԹ�'s cloud based services or any of 51�Թ������ճԹ�'s cloud based infrastructure.

(iii) Intellectual Property. Material accessible through or contained within the 51�Թ������ճԹ� Services may be subject to protection under privacy, data protection or confidentiality laws and may contain intellectual property rights owned by 51�Թ������ճԹ� or third parties, including but not limited to, copyright, patents, trademarks, trade names, trade secrets or other proprietary information, Users shall not use the 51�Թ������ճԹ� Services in any manner that would infringe, dilute, misappropriate, breach or otherwise violate any such rights or laws. Users are responsible for ensuring that all applications, software, programs, and content hosted though !he 51�Թ������ճԹ� Services are properly licensed from the applicable third parties to the extent required in the context of the applicable deployment Users will indemnify in full, and keep fully indemnified on a continuing basis, 51�Թ������ճԹ� with respect to any claims by third parties brought against 51�Թ������ճԹ� based on an allegation User any such User failed to comply with its obligations under this paragraph.

(iv) Harmful Content. Users shall not use the 51�Թ������ճԹ� Services to transmit, distribute or store material that may be harmful to or interfere with the 51�Թ������ճԹ� systems and Services or any third party's networks, systems, services, or web sites. Such prohibited harmful content includes, but is not limited to, viruses, worms, and Trojan horses.

(v) Fraudulent/Misleading Content. Users shall not use the 51�Թ������ճԹ� Services to transmit or distribute material containing fraudulent offers for goods or services, or any advertising or promotional materials that contain false, deceptive, or misleading statements, claims, or representations or which does not comply with applicable advertising laws or codes of practice.

(vi) Collecting Information. Users shall not use the 51�Թ������ճԹ� Services to store or collect, or attempt to store or collect personal data relating to any third parties without their prior knowledge and consent.

(vii) Email and Unsolicited Messages. Users shall not use the 51�Թ������ճԹ� Services to transmit unsolicited e-mail messages, including, without limitation, unsolicited bulk email ("spam"). Further, Users are prohibited from using the service of another provider to send spam to promote a website hosted on or connected to the 51�Թ������ճԹ� Services. In addition, Users shall not use the 51�Թ������ճԹ� systems and Services in order to send e-mail messages which are excessive and/or intended to harass or annoy others.

(viii) Other Improper Actions. Users shall not use the 51�Թ������ճԹ� infrastructure and Services to conduct activities that may be harmful to or interfere with the 51�Թ������ճԹ� Services or any third party's networks, systems, services, or Web sites, including, but not limited to, flooding, mail bombing, or denial of service attacks. Users are prohibited from violating or attempting to violate the security of the 51�Թ������ճԹ� systems and Services or the computers, accounts, or networks of another party. Users are also prohibited from any activity considered a precursor to attempted security violations, including, but not limited to, any form of scanning, probing, or other testing or information gathering activity. Inappropriate activity may result in civil or criminal liability, and 51�Թ������ճԹ� may investigate such activity, and may involve and cooperate with law enforcement authorities in prosecuting Users involved in such activity.

(i) Responsibility for Content. 51�Թ������ճԹ� takes no responsibility for any content created by Client (or its users) or accessible on or through the 51�Թ������ճԹ� systems and Services, and 51�Թ������ճԹ� is not obligated to monitor such content. 51�Թ������ճԹ� will not exercise any editorial control over such content. If 51�Թ������ճԹ� becomes aware that any such content may violate this AUP and/or expose 51�Թ������ճԹ� to civil or criminal liability, 51�Թ������ճԹ� reserves the right to block access to such material and suspend or terminate its provision of the 51�Թ������ճԹ� Services to any User creating, storing or disseminating such material. 51�Թ������ճԹ� further reserves the right to cooperate with legal authorities and third parties in any investigation of alleged wrongdoing.

(ii) Responsibility for Users. Client shall ensure that all of its Users comply with this AUP.

(iii) Reporting Violations ·Any person who becomes aware of a violation of this AUP shall reports such violation to 51�Թ������ճԹ� by email to Naulilus.Support@51�Թ������ճԹ�.com. 51�Թ������ճԹ� may take any appropriate action as it reasonably deems fit in its sole discretion in respect of such violations.

7. THIRD PARTY TERMS Client agrees that the Nautilus Services rely on certain components and functionalities provided by 51�Թ������ճԹ�’s applicable third-party licensors and other providers (“Third Party Providers”). Accordingly, use of the Nautilus Services are subject to certain additional terms and conditions, including as set forth below, required by such Third Party Providers and/or resulting from 51�Թ������ճԹ�’s agreement with such Third Party Providers. If 51�Թ������ճԹ�’s agreement with any such Third Party Provider terminates, 51�Թ������ճԹ� may terminate the Nautilus Services or the applicable portions thereof which rely on the applicable Third Party Provider’s component(s) upon written notice to Client; provided, however, that 51�Թ������ճԹ� will notify Client of any such termination as soon as commercially practicable, and 51�Թ������ճԹ� will attempt to offer Client a reasonable alternative solution, on mutually agreed upon terms, if commercially practicable. These Third Party Terms cannot be modified by Client. In the event of a conflict between these Third Party Terms and the Agreement, these Third Party Terms shall control.

(a) Notwithstanding anything in the Agreement to the contrary, Client: (i) consents to 51�Թ������ճԹ�’s use of its Third Party Providers as subcontractors, including without limitation the following Third Party Provider: Hyland Software, Inc. (and its successors), in its provision of Nautilus Services to Client, and Client will have no right to approve, remove or otherwise limit 51�Թ������ճԹ�’s use of subcontractors with respect to the Nautilus Services; and (ii) acknowledges that employees of such subcontractors used in the provision of Nautilus Services are not required to pass a pre-employment drug screening. Client agrees that the foregoing shall not constitute any breach or default under the Agreement.

(b) Client agrees that upon reasonable suspicion of Client’s misuse of the Nautilus Services or breach of the terms governing Client’s use of the Nautilus Services, 51�Թ������ճԹ� may audit Client and its facilities as it relates to the Third Party Providers’ functionalities and programs (and other components of the Nautilus Services related thereto), if applicable, on behalf of its Third Party Providers, for a reasonable scope and duration, and share the results of such audit with that Third Party Provider.

(c) Client agrees to only access the Nautilus Services via the Nautilus Web Server module unless Client is given prior written permission from 51�Թ������ճԹ� to use another method of access. In no event will Client or its Users attempt to access, download, directly operate or manipulate any software, programs or other code installed on any 51�Թ������ճԹ� systems operated or used in connection with the Nautilus Services.

(d) 51�Թ������ճԹ� reserves the right to increase the fees for the Nautilus Services upon written notice to Client if the applicable Third Party Provider increases its fees and passes such increase along to 51�Թ������ճԹ�; provided, however, that, excluding increases for expanded or modified use of the Nautilus Services, 51�Թ������ճԹ� will use commercially reasonable efforts to negotiate with that Third Party Provider to limit such increases to no more than 5% of the then-current applicable fees annually.

(e) Client and its Users will at all times comply with the terms of the AUP. Furthermore, Client represents and warrants that neither it nor its Users will do any of the following:

(i) Use any Third Party Provider’s program or functionality any purposes other than Client’s internal business use the Nautilus Services in any manner other than in accordance with these terms and the Agreement.

(ii) Copy or modify the Nautilus Services or associated documentation, except that Client may make backup copies of the documentation as reasonably and properly may be required for security purposes. Any such copies of documentation shall be subject to these terms and the Agreement.

(iii) Decompile, translate, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas of the Nautilus Services by any means whatsoever.

(iv) Modify or incorporate into or with other software or create a derivative work of any part of the Nautilus Services, except as specified in the applicable documentation or as expressly permitted in these terms.

(v) Remove any product identification, copyright legend or other notices.

(vi) Remove, disable or otherwise adversely affect any means or device within the Nautilus Services that is intended to prevent its reproduction, copying or use in excess of the use limits set forth in these terms.

(vii) Reproduce or otherwise duplicate any code or data embedded in any hardware-based software, anti-piracy device or security dongle, or otherwise circumvent the effectiveness of such devices.

(viii) Rent, lease, lend or sublicense the Nautilus Services or otherwise assign any of its rights to third parties.

(ix) Engage or knowingly permit others to engage in any use of the Nautilus Services that: (A) constitutes or encourages any violation of any law or regulation, including laws or regulations relating to privacy, gambling, obscenity, hacking or computer viruses, applicable to Client; (B) that is defamatory or libelous in nature; or (C) results in the transmission of unsolicited bulk mail messages (i.e., “spamming”).

(x) Use the 51�Թ������ճԹ� systems in such a manner as to reduce the number of Users directly accessing or utilizing the Nautilus Services (also called multiplexing or pooling software or hardware).

(f) If 51�Թ������ճԹ� determines that any User has violated any of the foregoing, including without limitation any element of the AUP, 51�Թ������ճԹ� may terminate or suspend its provision of the Nautilus Services (in whole or in part) to that User and/or to Client and all Users, based on the nature of the violation, as reasonably determined by 51�Թ������ճԹ�, without the requirement of prior notice. 51�Թ������ճԹ� also reserves the right take such further action as 51�Թ������ճԹ� (or its Third Party Provider) determines to be appropriate under the circumstances to eliminate or preclude repeat violations of the AUP by Client or any User, and 51�Թ������ճԹ� shall not be liable for any damages of any nature suffered by any User or any third party resulting in whole or in part from 51�Թ������ճԹ�'s exercise of its rights under this AUP, except that nothing in the AUP shall exclude or limit 51�Թ������ճԹ�'s liability for death or personal injury caused by its negligence or any other liability that cannot be excluded or limited by law. Client will notify 51�Թ������ճԹ� immediately upon becoming aware of any breach of these Third Party Provider terms or any other of these terms or the Agreement as they related to the Third Party products (or the Nautilus Services as it relates thereto). Without limiting any rights or remedies available to 51�Թ������ճԹ� or any Third Party Provider, Client agrees to reasonably cooperate with 51�Թ������ճԹ� and its Third Party Providers in resolving any such breach.

(g) Neither51�Թ������ճԹ� nor any of its Third Party Providers take any responsibility for any content created by or provided by Client (or its Users or other such representatives) or accessible on or through the 51�Թ������ճԹ� systems and/or the Nautilus Services. 51�Թ������ճԹ� is not obligated to monitor such content. 51�Թ������ճԹ� will not exercise any editorial control over such content. If 51�Թ������ճԹ� becomes aware that any such content may violate these terms and/or expose 51�Թ������ճԹ� to civil or criminal liability, 51�Թ������ճԹ� reserves the right to block access to such material and suspend or terminate its provision of the 51�Թ������ճԹ� system and Nautilus Services to any User creating, storing or disseminating such material. 51�Թ������ճԹ� further reserves the right to cooperate with legal authorities and third parties in any investigation of alleged wrongdoing.

(h) Client agrees that it will coordinate all support requests through 51�Թ������ճԹ�, including requests relating to any Third Party Provider functionalities or programs, and any on-site support for such Third Party Provider functionalities and programs must be mutually authorized by 51�Թ������ճԹ�, Client and the applicable Third Party Provider. Client also acknowledges and understands that on-call support may not be available for third party products.

(i) Client shall promptly report security, availability, processing integrity, privacy, and confidentiality incidents involving the 51�Թ������ճԹ� systems promptly upon learning of such incidents so that 51�Թ������ճԹ� may respond as required. This includes, without limitation, the reporting of incidents that prevent or limit the importation or modification of any applicable data within the 51�Թ������ճԹ� systems and/or through the Nautilus Services. Client also agrees to also cooperate (and cause its Users and other such representatives to cooperate) with 51�Թ������ճԹ� in addressing such incidents.

(j) Client expressly acknowledges that material accessible through or contained within the 51�Թ������ճԹ� systems and Nautilus Services may be subject to protection under privacy, data protection or confidentiality laws and may contain intellectual property rights owned by 51�Թ������ճԹ� or third parties, including but not limited to, copyright, patents, trademarks, trade names, trade secrets or other proprietary information. Neither Client nor any User shall use the 51�Թ������ճԹ� systems or the Nautilus Services (or any part thereof) in any manner that would infringe, dilute, misappropriate, breach or otherwise violate any such rights or laws. Client and its Users are responsible for ensuring that all applications, software, programs, and content which are hosted though the 51�Թ������ճԹ� system and Nautilus Services are properly licensed from the applicable third parties to the extent required in the context of the applicable deployment. In addition to any other such obligations set forth in the Agreement, Client will indemnify in full, and keep fully indemnified on a continuing basis, 51�Թ������ճԹ� and its Third Party Providers with respect to any claims by third parties brought against 51�Թ������ճԹ� based on an allegation that Client or any such User failed to comply with its obligations under this paragraph.

(k) Without limiting the ownership terms set forth in the Agreement, 51�Թ������ճԹ� and its Third Party Providers (and their respective Affiliates and/or suppliers) retain all rights to any and all computer hardware, telecommunications or other equipment, computer software and any other such programs or technology, including any 51�Թ������ճԹ� host web site and 51�Թ������ճԹ�’s network, used in the provision of the Nautilus Services. At no time will Client (or any of its Affiliates, Users or other representatives) have any ownership, property or any other rights in, nor file any lien on, any of the foregoing provided hardware, equipment, software or technology.

(l) IN ADDITION TO ANY DISCLAIMERS SET FORTH HEREIN, AND WITHOUT LIMITING ANY DISCLAIMERS SET FORTH IN THE AGREEMENT, FISERV AND ITS THIRD PARTY PROVIDERS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND OTHER SUCH COVENANTS RELATING TO SUCH THIRD PARTY PROVIDERS’ PRODUCTS AND SERVICES. ALL SUCH PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS. [NOTE: There are not any warranties in these terms applicable to the third party products.]

8. MAINTENANCE COMMUNICATIONS

(a) 51�Թ������ճԹ� will notify Client of planned maintenance that is expected to impact or potentially impact Nautilus Services availability. Notification will typically be delivered via e-mail. Notifications are typically be sent at least one week in advance of the planned maintenance.

(b) 51�Թ������ճԹ� will notify Client of emergency maintenance that is expected to impact or potentially impact Nautilus Services availability or functionality. Notifications will be sent on an "as soon as practical" basis.

(c) 51�Թ������ճԹ� will notify Client of any unplanned maintenance tasks that impact Nautilus Services availability or functionality. Notifications are typically be delivered via e-mail. Notifications will be sent on an "as soon as practical” basis (e.g. immediately after the emergency situation that led to the unplanned maintenance has been evaluated and stabilized).

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