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Open Solutions Services – Additional Terms

1. SERVICES.

(a) Description of Services. Client will purchase and 51�Թ������ճԹ� agrees to provide Client with the DNAweb online banking and/or OpenCheck item processing services set forth in the applicable fee exhibit (“Open Solutions Services”).

(b) Implementation Services. 51�Թ������ճԹ� shall, to the extent possible, convert machine readable Client files provided by Client or its third party vendor to make them compatible with the 51�Թ������ճԹ� system used to provide the Open Solutions Services. Client will provide 51�Թ������ճԹ� with all information necessary for 51�Թ������ճԹ� to convert Client’s data as set forth in the plan including, without limitation, the following: (A) current copies of all data files containing information to be converted on established industry media; (B) electronically formatted file descriptions defining the contents of the data files; and (C) copies of all printed reports pertaining to the information contained within the data files. Client is responsible for the accuracy and completeness of all Client files provided to 51�Թ������ճԹ� during the conversion. 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.

(c) Interfaces. 51�Թ������ճԹ� will provide Client access to the existing interfaces or extract files identified in the applicable fee exhibit for sharing of information from or to the 51�Թ������ճԹ� system (“Interfaces”). For Interfaces developed and maintained by 51�Թ������ճԹ�, 51�Թ������ճԹ� shall only be responsible for maintaining such Interface to meet the specifications provided to 51�Թ������ճԹ� in writing. Any changes to or new Interfaces will be subject to additional charge. For Interfaces to be developed and maintained by Client or its third party vendor, 51�Թ������ճԹ�’s sole obligation will be to provide interface specifications and if such specifications are to be provided to a third party they will not be shared until such third party agrees to 51�Թ������ճԹ�’s written agreement to protect the confidentiality of such specifications. Access to and use of any Interface is subject to 51�Թ������ճԹ� entering into or having a reasonable agreement with such third party and such agreement remaining in full force and effect. 51�Թ������ճԹ� shall not be liable for any delay or failure to receive access to or use such Interfaces maintained by Client or third party vendors, or any 51�Թ������ճԹ� provided Interface for which the third party system is not accessible for reasons outside of 51�Թ������ճԹ�’s control or due to third party interface specifications changes made without reasonable prior notice to 51�Թ������ճԹ� for development and testing of any updates for use of such specifications.

(d) Supported Browsers. For DNAweb Services, if provided, 51�Թ������ճԹ� will use commercially reasonable efforts to support the most commonly used browsers in the United States as determined by 51�Թ������ճԹ�’s research. Notwithstanding the previous sentence, 51�Թ������ճԹ� will only support the use of those browsers that undergo 51�Թ������ճԹ�’s quality assurance testing services (each, a “Supported Browser”). If a new version or release of a Supported Browser is Backward Compatible, 51�Թ������ճԹ� will remedy issues arising from accessing the DNA Services through the new version or release of such Supported Browser. If the new version or release of a Supported Browser is not Backward Compatible, the browser will cease to be a Supported Browser, and 51�Թ������ճԹ� will need to perform additional quality assurance and development services at its then-current rates to reestablish such browser as a Supported Browser. “Backward Compatible” means the software continues to provideall the functionality andapplication programming interfaces (APIs) provided by the previous release(s) or version(s) of the software, enabling applications that workedwith the previous release or version to continue working, without modification, with the new release or version.

2. ADDITIONAL TERMS.

(a) Client-Side Applications. In connection with Client’s use of the Open Solutions Services, Client will be required to install and maintain certain programs on Client’s servers or at Client’s branch locations for Client’s systems to coordinate with and pass data to and from the 51�Թ������ճԹ� system (the “Client Side Applications”). Client Side Applications are 51�Թ������ճԹ� Information owned by 51�Թ������ճԹ� or its third party licensors. 51�Թ������ճԹ� hereby grants Client a limited, personal, non-exclusive, non-transferable right and license to use Client Side Applications during the term of the Open Solutions Services and solely for Client’s own internal use of and access to the Open Solutions Services. Client shall update all Client Side Applications within 45 days after 51�Թ������ճԹ� provides or makes available any updates thereto. 51�Թ������ճԹ� shall not be responsible for any errors in Client’s data or processing in the 51�Թ������ճԹ� system caused by Client’s failure to implement or maintain the most current version of the Client Side Applications. Client shall not decompile, disassemble, interpret, reverse engineer, translate, or otherwise determine or attempt to determine any source code, algorithms, or underlying ideas of the Client Side Applications.

(b) To the extent 51�Թ������ճԹ�’s performance hereunder is dependent, in whole or in part, on the proper performance of Client, 51�Թ������ճԹ� shall be released, discharged and exonerated from its performance hereunder if Client has not performed.

(c) Open Solutions Item Processing Services. If OpenCheck or tMagic related item processing services are purchased by Client, the following terms shall apply to such Services:

(i) Image Inclearings. The Federal Reserve will facilitate the collaboration of all Client items received by the Federal Reserve Bank and create an X9.37 formatted FedReceiptPlus^SM file. These files will be made available on the Federal Reserve’s exchange server. 51�Թ������ճԹ� will retrieve these combined image/MICR X9.37 file via FED for the Web (multiple times per day, if relevant). 51�Թ������ճԹ� will ingest these files into our archive system whereby they will be indexed by image and MICR data information for the designated financial institution, and broken account numbers and serial numbers will be repaired to create a posting file in the ANSI SOP 4.8 format for the Client to post its inclearings. 51�Թ������ճԹ� will coordinate all inclearing events between the Client and the Federal Reserve. Further the Client will work directly with the Federal Reserve Bank to process any necessary adjustments on behalf of the Client and forward such adjustments to the applicable financial institution as named as bank of first deposit.

(ii) Adjustments. The Federal Reserve will handle adjustments for any inclearing items found defective or with the incorrect information. The Federal Reserve will make all necessary adjustments to the Client’s Inclearing and follow up with these adjustments to the bank of first deposit. The inclearing adjustments will be made available and can be clearly seen and documented on the Federal Reserve’s Fed for the Web System.

(iii) Return Item Processing.

A. On-Us Returns. Client will make pay/no pay decisions online within its core processing application. Items that have been decision(ed) will be incorporated into a returns file from the core system or communicate via the 51�Թ������ճԹ� return items form and delivered to 51�Թ������ճԹ�’s Item Processing Center. This file will contain the unique MICR line detail, sequence number of the item and the national return reason code. 51�Թ������ճԹ� will use this file as input into the 51�Թ������ճԹ� system to tag the associated image. An operator will key the Bank of First Deposit routing and transit, verify the return reason code and then create a return image cash letter in a standard ANSI 9.90 format. This file will then be sent to the Federal Reserve via Fed for the Web (FedReturns^SM) to clear the items. Return items not included in the core file can be sent via email or fax with the appropriate data. Control totals will verified by 51�Թ������ճԹ� personnel; total return items and total dollar amount to be returned.

B. Deposit Return Items. 51�Թ������ճԹ� will provide deposited return items services using the Federal Reserve Bank FedReceipt Plus for Returns service. This service offers the Client an electronic file of return items that have been deposited with the Federal Reserve Bank by Client being the bank of first deposit. The electronic image return letter will be swept from the Federal Reserve Bank website and imported into the ISCheck application for the financial institution to process. Items will be processed according to each financial institution’s “rules of engagement”; i.e.; chargeback or return. Notices can be generated for the financial institution clients and a repost file can be sent to Client in a standard core acceptable file format. Note that non-imageable items will continue to be delivered as paper via the Federal Reserve Bank.

(iv) Acquisitions. Client must notify 51�Թ������ճԹ� at least 90 days prior to any data processing conversion, merger, new branch opening, and/or acquisition(s). 51�Թ������ճԹ� will use reasonable efforts to meet the deadline date if it is less than 90 days. 51�Թ������ճԹ� will support acquisitions and conversions by programmatically matching new and old account numbers, if required. Client must provide 51�Թ������ճԹ� with a listing of both new and old account numbers. Statements for converted accounts will be processed at Client’s instructions. Conversion services will be provided at 51�Թ������ճԹ� then-current fees for such services.

(v) On-Line Image Retrieval. During the course of each processing day, 51�Թ������ճԹ� will move images and corresponding MICR information to its archive when this information is received. 51�Թ������ճԹ� personnel will build the indexes to allow for the Client to view these images. The Client will have access to such images at the time they are ingested into the 51�Թ������ճԹ� archive. The Client will use ISResearch to view these images and data. 51�Թ������ճԹ� will work with the Client to insure connectivity. The Client will have online access to images for up to 7 years of images during the term of the Agreement only. This functionality will be made available to client for the fees outlined in the applicable fee exhibit.

(vi) Internet Access. The Client’s internet banking provider(s) must be able to interface with the 51�Թ������ճԹ� image software as per 51�Թ������ճԹ� specifications. Using 51�Թ������ճԹ�’s ISNetAccess WEB API (or successor thereto) the Client’s internet banking provider(s) may request check images from the 51�Թ������ճԹ� image archive via a VPN connection over the internet. In some cases the internet banking provider(s) may choose to use a dedicated line from their hosted site (this is not a requirement from 51�Թ������ճԹ�). The image(s) are passed back to the internet banking site and sent to the customer. The Client’s customers can have access to images for 7 years, provided this is supported by their internet banking provider. Additionally the Client’s core and other authorized 3^rd parties may access the 51�Թ������ճԹ� image archive using the ISNetAccess WEB API (or successor thereto) and a VPN internet connection.

(vii) Signature and Check Stock Verification. 51�Թ������ճԹ� will host the services to perform on a nightly basis the signature verification and check stock verification against all Client (on-us) items. The Client will then be responsible for viewing of the results and making decisions on items found to be defective, fraudulent, improper or good. Once the decisions are made on these items, 51�Թ������ճԹ� will use the results to create a core posting file to change the status of the said items. It will be the responsibility of the Client to work within the time limitations set by the Client and 51�Թ������ճԹ� personnel.

(viii) Teller Capture – Integrated. 51�Թ������ճԹ� will provide functionality that connects the 51�Թ������ճԹ� DNA application with an online image scanning device at the teller station, drive-up window and/or back room. tMagic performs check image and MICR capture, and populates Transaction Express with MICR/float information for balancing and posting of transactions. Once a transaction is in balance, it is posted to the core database and images are moved to the 51�Թ������ճԹ� RDC archive and available for image cash letter generation.

(ix) Teller Capture – Post Processing. 51�Թ������ճԹ� will provide functionality that connects the core processor with a check image scanning device at the teller station, drive-up window and/or back room that captures and balances images from a core-provided transaction electronic receipt. A print stream is generated by the core processing application when a transaction is accepted. That print stream is redirected to the teller capture application for verification and rebalancing back to the core processing system. Items that are not read correctly will be repaired. Totals are then compared to the core system and if they match, the item/images are moved to the RDC Sever for archive and Check21 presentment.

(x) Teller Capture – ISCheck Processing. 51�Թ������ճԹ� will receive a “balanced All Items” file from the tMagic system and process such file through the 51�Թ������ճԹ� system to update Client’s archive. Other than processing the “balanced All Items” file into the archive, and performing extracts expressly purchased by Client, 51�Թ������ճԹ� shall have no other responsibility with respect to balancing or processing such file unless otherwise agreed to by 51�Թ������ճԹ� and Client in writing. 51�Թ������ճԹ� will provide remote assistance to Client’s personnel if any processing issues related to the file are encountered during the update of Client’s archive in order to complete such processing within a reasonable time.

(xi) Branch Remote Capture. 51�Թ������ճԹ� will receive check images in balanced batches from the Client’s branch locations via 51�Թ������ճԹ� ISBranch. Each branch will have one dedicated (in some cases, multiple) check capture devices that will enable branch personnel to scan transactions for MICR and image lift. Control totals for each batch of work will be validated at point of capture and at the 51�Թ������ճԹ� Item Processing Center. 51�Թ������ճԹ� personnel will remotely work with the branch personnel performing branch capture in repairing any out-of-balance batches or work that has not been imaged correctly insuring that all branch/bank work is in balance.

(xii) Over the Counter/POD Processing. As Images are received (at the 51�Թ������ճԹ� Item Processing Center) from the ISBranch REMOTE CAPTURE devices (per branch location), images not validated will be presented to the 51�Թ������ճԹ� Item Processing Center technicians for re-keying and balancing. All transactions and/or batches will be balanced back to the deposit and/or batch control ticket. Any out-of-balance transaction/batch will be adjusted accordingly working with the branch personnel remotely to repair or balance the batch and/or transaction. If the branch personnel and 51�Թ������ճԹ� personnel cannot rectify an out-of-balance batch or transaction, a deposit correction will be made and forwarded to Client. Client will be notified immediately or at end of day of any/all corrections, as well as provided with the appropriate out-of-balance conditions. Once all the over-the-counter work has been balanced, an Image Cash Letter (ICL) will be created in a X9.37 formatted file for presentment (i.e. FED FORWARD). The images will be imported into the 51�Թ������ճԹ� imaging archive. Posting files will also be sent to the core processor for posting updates at agreed upon deposit activity cut time(s). Miscellaneous documents may also be batched for remote capture, force proof, and image storage for retrieval.

(xiii) Statement Production Services. 51�Թ������ճԹ� provides image and truncated statement rendering. 51�Թ������ճԹ� has partnerships with third party print partner(s), who will perform the print, render, meter and mail function from one of their fulfillment centers. 51�Թ������ճԹ� will receive a statement file (for each statement cycle) from Client’s core processor and reformat this file. Throughout the rendering process control totals will be validated. Statements shall be printed on blank white stock or stationary stock supplied by Client then folded, inserted, stuffed and metered. These statements shall be mailed to the Client’s customers per U.S. mail or forwarded to the Client if special handling is required (i.e., hold statements, Client’s internal accounts or crippled statements). The Client must pre-pay postage to the print partner, as well as provide necessary stock for inventory if Client elects to use custom stock. 51�Թ������ճԹ� will coordinate any and all rendering of statement and inserts with Client.

(xiv) Large Dollar Return Notification. Large dollar notifications are messages sent by depository institutions (“DI”) that are returning an unpaid check for $2,500 or more to the bank of first deposit. The message serves as a warning that the check is being returned unpaid. Client, when acting as the DI, will process outgoing returns with 51�Թ������ճԹ�. 51�Թ������ճԹ� will search Client’s returned item exceptions interface file once processed through ISCheck or the return item e-mail listing those items that need to be returned which are $2,500 and over (“Large Dollar Return”). 51�Թ������ճԹ� will then notify the appropriate bank of first deposit of any Large Dollar Return using the Federal Reserve Bank’s Large Dollar Return Notification module. 51�Թ������ճԹ� will provide notifications to the bank of first deposit through the Large Dollar Return Notification module within the same processing day 51�Թ������ճԹ� receives Client’s return item exceptions interface file or the return item e-mail provided said file or email is received by 51�Թ������ճԹ� no later than 3:00 P.M., Eastern Time, Monday through Friday, excluding Federal Reserve Bank holidays (the “Large Dollar Return Cutoff”). Forms received after the Large Dollar Return Cutoff will be processed on the next processing day. Client is exclusively responsible for the consequences of its own actions; for all instructions it gives 51�Թ������ճԹ� or the results thereof; for its failure to provide timely and accurate information for Large Dollar Notifications. Client’s sole remedy and 51�Թ������ճԹ�’s sole liability to Client or any third party for any claims, notwithstanding the form of such claims (e.g., contract, negligence or otherwise), to the extent arising out of errors or omissions in these Services provided or to be provided by 51�Թ������ճԹ� hereunder and caused by 51�Թ������ճԹ�, shall be for 51�Թ������ճԹ� to furnish the corrected notification, provided that Client promptly advises 51�Թ������ճԹ� of such error or omission. Client’s failure to so notify 51�Թ������ճԹ� shall be deemed a waiver by Client of 51�Թ������ճԹ�’s liability for such claim. Client shall indemnify and hold 51�Թ������ճԹ�, its officers, employees and agents harmless against any losses, claims, judgments, liabilities or expense, including reasonable attorney’s fees and expenses, resulting from any action brought or threatened against 51�Թ������ճԹ� in connection with Large Dollar Returns.

(xv) Adjustments. As part of the check collection or return process, checks are handled by several parties. As a result, checks have the potential to be read, encoded, or listed incorrectly, lost, duplicated, misrouted, mismatched or even destroyed, during the collection or return process. Adjustments enable a financial institution to quickly and effectively resolve debit or credit settlement discrepancies on checks that were processed with errors. Client, when acting as a depository institution (“DI”) who processes inclearing and/or branch/merchant capture activity with 51�Թ������ճԹ�, will be able to process adjustments on checks that were included in the applicable source activities which Client processes with 51�Թ������ճԹ�. 51�Թ������ճԹ� will not be responsible for adjustments required where checks are processed through a source activity processed by another vendor. 51�Թ������ճԹ� must receive adjustment orders on 51�Թ������ճԹ� approved forms no later than 11:00 A.M. Eastern Time, Monday through Friday, excluding Federal Reserve Holidays, (the “Adjustments Cutoff”) in order for them to be sent to the Federal Reserve Bank that same processing day using the Federal Reserve’s Adjustment module. Forms received after the Adjustments Cutoff will be processed on the next processing day. Client is exclusively responsible for the consequences of its own actions; for all instructions it gives 51�Թ������ճԹ� or the results thereof; for its failure to provide timely and accurate information for Adjustments. Client’s sole remedy and 51�Թ������ճԹ�’s sole liability to Client or any third party for any claims, notwithstanding the form of such claims (e.g., contract, negligence or otherwise), to the extent arising out of errors or omissions in these Services provided or to be provided by 51�Թ������ճԹ� hereunder and caused by 51�Թ������ճԹ�, shall be for 51�Թ������ճԹ� to furnish the corrected adjustment, provided that Client promptly advises 51�Թ������ճԹ� of such error or omission. Client’s failure to so notify 51�Թ������ճԹ� shall be deemed a waiver by Client of 51�Թ������ճԹ�’s liability for such claim. Client shall indemnify and hold 51�Թ������ճԹ�, its officers, employees and agents harmless against any losses, claims, judgments, liabilities or expense, including reasonable attorney’s fees and expenses, resulting from any action brought or threatened against 51�Թ������ճԹ� in connection with adjustments.

(xvi) Merchant Capture.

A. 51�Թ������ճԹ� will receive balanced MICR and image deposits from the Client’s merchant customer (each a “Merchant”) locations via ISeDeposit. Merchant will have one 51�Թ������ճԹ� approved (and in some cases, multiple) capture stations that will enable Merchant personnel to scan deposits for MICR and check images. Merchant will key and validate item amounts and prove to control total to generate a balanced deposit prior to transmitting the deposit to the 51�Թ������ճԹ� Item Processing Center.

B. As balanced files are received (at the 51�Թ������ճԹ� Item Processing Center) via ISeDeposit, the MICR and associated check images will be imported into 51�Թ������ճԹ�’s system andvalidated against the clients sort pattern tables. Items rejected as a result of review will be presented to the 51�Թ������ճԹ� technicians for correction. Client authorizes 51�Թ������ճԹ� to create advices due to items that cannot be corrected as a result if inadequate/unreadable MICR line or for any out of balance deposit that cannot be resolved by review and correction. By mutual agreement with Client, advices will either affect the merchant account, an internal account specified by the bank or act as a non-financial notification that the depositing account has or needs to be affected. Client will be notified at end of day of any/all corrections, via advice. Once the Merchant deposit has been validated and is in balance, the Image Cash Letter (ICL) will be generated and delivered in the standard ANSI in the agreedupon formatted file for presentment to the appropriate clearing network/agent.

C. Client will work directly with the clearing network/agent to identify items to be returned.

D. To meet image cash letter clearing deadlines with respect to an image deposit, the entire file containing MICR and associated images must be received within the agreed upon cutoff time that compliments the clearing network/agents deadline. 51�Թ������ճԹ� does not have any responsibility for delay in handling an electronic deposit that 51�Թ������ճԹ� cannot process because of any defects in the electronic item(s) or the image(s). 51�Թ������ճԹ� may, in our discretion, either process or reject an electronic deposit that does not conform to the required standards.

E. The Merchant is responsible for initiating the transmission of the balanced deposit to the 51�Թ������ճԹ� Item Processing center. It is the responsibility of the Merchant to notify the Client if an error occurs during transmission. 51�Թ������ճԹ� will work with the Merchant to attempt to resolve circumstances preventing transmission, excluding communication line failure from the Merchant location to the 51�Թ������ճԹ� FTP/Web Server.

F. Although a file containing an image deposit has passed 51�Թ������ճԹ�’s initial file edits, electronic items that fail subsequent image clearing network edits may be charged-back to the Client. In such cases, the clearing network/agent will credit the Client based on clearing network/agent agreements.

G. Client must review 51�Թ������ճԹ�’s deposit correction emails and entries posted to the Client’s host system. Client is responsible for ascertaining the corrections it receives and entries posted to the Client’s host, and to properly account for every electronic item the Merchant has sent to 51�Թ������ճԹ�. Client must take whatever action is appropriate when it receives a correction notice email with respect to an electronic item that fails 51�Թ������ճԹ�’s item level edits.

H. 51�Թ������ճԹ� is not responsible for electronic items or image deposits that are lost in transmission.

I. Client shall immediately notify 51�Թ������ճԹ� of each location of a Merchant and the addition or deletion of a Merchant location.

J. Balanced Merchant image deposits shall be received at the 51�Թ������ճԹ� Operations Center via ISeDeposit in the time zone applicable to client location by no later than 6:00 PM (Monday through Friday).

K. Early Warning Services (EWS) Batch Processing. Transit Fraud Mitigation for remote deposit capture clients. An extract will be run at end of day or multiple times during the day of transit items received and an output file will then be transmitted to EWS where they will run against their national shared database of suspect items from the participating banks and credit unions. These items could be stop pays, closed accounts, hold accounts, etc. EWS will generate an output file that will be transmitted back to the presenting financial institution’s item processing system. This report will be then be reformatted and placed in the research folder for the financial institution to view and make decisions.

L. Early Warning Services (EWS) Real-Time Processing. Transit Fraud Mitigation for tMagic (real-time) teller capture clients. A financial Institution will set a parameter in tMagic that will look at each transit item that is equal to or greater than this setting and in real-time, send this item to EWS where they will run against their national shared database of suspect items from the participating banks and credit unions. EWS will then send back a code to the tMagic teller station. Only suspect items will present messages to the teller, who in turn will have to react to the message before committing the transaction set to DNA.

M. Shared Branch tMagic Module. Shared Branch only applies to credit unions who participate in the shared branch network. Credit unions who participate in shared branch can enable tMagic capture through their shared screens. These transactions will be endorsed in accordance to the Shared Branch Network rules of engagement and be included in an outbound X9.37 file.

N. Translation and Exception for tMagic Module. This module allows Client to create a “swap/translation” file that maps old to new accounts during tMagic capture, therefore eliminating the need for the teller or DNA to make the translation. Exception is a table that Client can setup its own suspect table. MICR information is input by Client and compared at tMagic capture time. If the item captured matches the exception item, a message if presented to the teller to act upon. This message must be acted upon before committing the transaction to DNA.

O. Deferred Processing tMagic Module. Deferred processing allows a tMagic teller to accept a transaction set, credit the depositor and then scan and balance the physical transaction at a later time or from another Transaction Express workstation. This module is generally used at financial institutions running larger transactions sets or have very busy traffic. The customer will get receipted immediately and then the capture and balance will occur at the convenience of the branch personnel.

P. Other. 51�Թ������ճԹ� will provide on-site training to instruct branch personnel on the usage of the remote capture software and how to prepare batch work for the 51�Թ������ճԹ� Operations Center. 51�Թ������ճԹ� will coordinate and work with any of Client’s third-party vendors necessary for 51�Թ������ճԹ� to provide the service hereunder.

(d) RSA Security Services. For RSA fraud and security services related to the DNAweb or OpenCheck item processing services, if provided, 51�Թ������ճԹ� will provide “RSA Services” as described below. Client acknowledges and agrees that some or all of the RSA Services will be provided by 51�Թ������ճԹ�’s processing partner, RSA Security Inc. (or its successor) (“RSA” or “Processing Partner”). Client acknowledges and agrees that: (1) 51�Թ������ճԹ� is a reseller of the RSA Services, (2) 51�Թ������ճԹ� does not produce, manage or oversee the RSA Services and (3) Client’s request for the RSA Services shall be subject to confirmation and approval by RSA, such approval or rejection to be provided by RSA. If RSA elects not to provide the RSA Services to Client, 51�Թ������ճԹ� shall, following its receipt from RSA, forward such notice to Client, and the RSA Services shall terminate immediately and without penalty, and the parties shall have no further obligation to each other.

(i) Definitions. For the purpose of this subsection, the following terms shall have the respective meaning as stated below:

A. “Level 1 Support” means telephone support during 51�Թ������ճԹ�’s normal business hours to assist Client with reasonable user questions and problem reporting concerning the RSA Services.

B. “Level 2 Support” means assisting Client with problem determination and troubleshooting, distributing and installing patches, bug fixes, updates and upgrades.

C. “Level 3 Support” means engineering support for changes to the RSA Services’ source code, recompiling object code, use of source code-level diagnostic tools to troubleshoot errors, development of patches, bug fixes, updates and upgrades.

D. “RSA Documentation” means all documentation related to the RSA Services, including descriptive materials, manuals and user-guides as may be provided by RSA directly or through 51�Թ������ճԹ�, as such Documentation may be amended from time to time.

E. “User(s)” means the combined total of Client’s customers.

(ii) Access to RSA Services. 51�Թ������ճԹ� hereby grants Client a non-exclusive, non-transferable, license to access and use the RSA Services for the purpose of providing such services to Client’s account holders during the term of RSA Services only.

(iii) RSA Documentation and Access. Client may (A) access and use the Risk Based Authentication Hosted Service and permit the same by Client’s account holders, in accordance with the instructions contained in the RSA Documentation; (B) make copies of the RSA Documentation solely for Client’s internal use, provided that Client also reproduces on such copies any copyright, trademark or other proprietary markings and notices contained on the RSA Documentation and does not remove any such marks from the originals, and (C) incorporate Client-oriented portions of the RSA Documentation into Client’s documentation for the Risk Based Authentication Hosted Service provided to account holders (“Account Holder Documentation”) and reproduce and distribute the Account Holder Documentation.

(iv) Restrictions on Use of RSA. Other than the rights expressly licensed to Client hereunder, no other rights or interest whatsoever in the RSA Services are licensed or granted to Client. Without limiting the foregoing, Client shall not directly or indirectly (and shall not permit any third party to) do any of the following: (A) reverse engineer, disassemble, decompile, modify, or alter the RSA Services or any part thereof; (B) reverse engineer, decompile, disassemble, or attempt to derive source code from any RSA software; (C) use the RSA Services for its internal enterprise authentication purposes or the internal enterprise authentication purposes of an account holder or any purpose other than the purposes of this subsection; (D) other than as authorized herein assign, transfer, lease or share the rights granted under this subsection; (E) market the RSA Services to any entity other than Client’s account holders without the prior written consent of 51�Թ������ճԹ� and RSA; (F) access, use, sell, distribute, sublicense, broadcast, or commercially exploit the RSA Services or any RSA property (1) on a service bureau basis or (2) for any use by any third parties on a rental or sharing basis; (G) copy, modify, or prepare derivative works based on the RSA Services or the RSA Documentation; (H) remove, obscure, or alter any intellectual property right or confidentiality notices or legends appearing in or on any aspect of any RSA property; and (I) interfere, in any manner, with RSA’s provision of the RSA Services.

(v) eFraudNetwork. eFraudNetwork is a database owned and operated by RSA which contains information aggregated by RSA, discovered by the parties as part of the performance of their obligations under this subsection, obtained, and/or procured from third parties and/or resulting from risk and fraud assessments carried out by RSA and includes eFraudNetwork Data. As used herein, the RSA “eFraudNetwork Data” shall mean RSA’s cross client network of data consisting of certain data elements that are related to transactions that involved fraud, or that are likely to be fraudulent. Such data may include but is not limited to the IP address from which certain transactions originated. All information in the eFraudNetwork is hashed to protect the privacy of Client’s account holders and the account holders of other clients and RSA’s inclusion and maintenance of data in the eFraudNetwork pertaining to Client or its account holders is subject to the confidentiality provisions of the Agreement. RSA shall retain and own all right, title and interest and all intellectual property rights (including but not limited to copyrights, trade secrets, trademarks and patent rights) to all information which is collected, submitted to and made available on the eFraudNetwork in the course of the performance by either party of their obligations under this subsection (or where such title cannot be granted or otherwise transferred to RSA then Client agrees to grant RSA an unconditional, unlimited, unrestricted, royalty free license to use, distribute and/or otherwise make available such information). For avoidance of doubt, RSA’s intellectual property rights shall not extend to information provided by Client or Client’s account holders.

(vi) Listing of RSA Services. A full listing of the available RSA Services is set forth below. Only those RSA Services identified in the applicable fee exhibit are being purchased by Client.

A. Risk Based Authentication Hosted Service. Risk Based Authentication Hosted Service (or Hosted Service), shall mean RSA’s Risk-Based Two-Factor Authentication Hosted Service for online banking. This module provides authentication capabilities using the specified methods as follows: (1) secret questions authentication (i.e., authenticating Users by answering personal questions that the Client has on file), and (2) phone authentication (i.e., authenticating Users by placing an automated phone call to them). These methods are invoked during User activities that were deemed by the product to require an additional level of authentication.

B. Information Collection. Information Collection shall mean information collection and updating to gather and refresh the necessary authentication information from Users. This pertains to the collection of answers to secret questions or/and telephone numbers used for phone authentication.

C. Risk Engine. Risk Engine provides functionality to estimate the risk associated with a specific User activity and attribute a numerical value to that assessment. The data elements used to estimate this may include but are not limited to: (1) IP Address information - IP address, IP address cluster; (2) Device identification - device characteristics such as: unique device identifier, user agent, operating system version; and (3) eFraudNetwork Data – IP address and device information that is obtained from use of the RSA eFraudNetwork.

D. Administration and Back Office. This module provides Client with the functionality to manage the operation of the product, which includes: (1) case management application (i.e., functionality to track and update user activities that were flagged for follow-up or authentication); (2) rule management application (i.e., functionality to determine which user activities will require authentication or follow-up); (3) licensee service application (i.e., functionality to enable account holder service representatives to assist users in using the system); (4) reporting application (i.e., statistical reports on the products performance); and (5) User administration application (i.e., functionality to determine the roles and capabilities that each authorized user will have).

E. Transaction Monitoring Assessment. This module provides analysis and scoring of post-login transaction activities by a Bayesian, self-learning risk engine that leverages both device and behavioral profiling. A case management application allows investing high risk transactions, marking the fraudulent transactions, and feeding feedback into the risk engine. A partial list of such post-login transaction activities includes but is not limited to: transferring funds, making online payments, viewing check images, changing personal information, etc.

(vii) RSA Support. 51�Թ������ճԹ� shall serve as the point of contact and shall provide all Level 1 Support to Client with respect to the RSA Services. 51�Թ������ճԹ� shall route all requests for Level 2 and Level 3 Support to RSA. RSA shall be solely responsible for the provision of all Level 2 and Level 3 Support; provided, however, 51�Թ������ճԹ� will assist Client and act as Client’s point of contact for all such Level 2 and Level 3 Support.

(viii) RSA Termination. 51�Թ������ճԹ� shall have the right to terminate any or all of the RSA Services immediately if 51�Թ������ճԹ�’s agreement with respect to the RSA Services with RSA terminates for any reason or if RSA ceases to provide certain RSA Services for any reason. Termination of RSA Services shall have no effect on the Agreement.

(ix) RSA Confidential Information. Client acknowledges and agrees that the RSA Services provided in connection with the RSA Services constitute 51�Թ������ճԹ� Information and/or RSA confidential information, are covered by the confidentiality provisions under the Agreement, and that Client shall maintain the 51�Թ������ճԹ� Information and other confidential information in the strictest confidence using the same degree of care it uses to protect its own confidential information, which in no event shall be less than a reasonable degree of care. Client shall not use the 51�Թ������ճԹ� Information or other confidential information in any way whatsoever other than as necessary for the performance of the RSA Services.

(x) Proprietary Notices. Client shall not remove, obscure or obliterate any of RSA’s or 51�Թ������ճԹ�’s patent, trademark or any other proprietary notices incorporated in, marked on or affixed to the RSA Services.

(xi) Warranties for RSA Services. Client acknowledges and agrees that 51�Թ������ճԹ� is a reseller of the RSA Services only and has arranged for Client’s access to the RSA Services as an accommodation to Client and Client’s account holders. Client further acknowledges and agrees that 51�Թ������ճԹ� shall have no liability to Client for, without limitation, the RSA Services, the quality or accuracy thereof, or interruptions to the RSA Services. To the maximum extent 51�Թ������ճԹ� is permitted, 51�Թ������ճԹ� shall pass through to Client the warranties it receives from RSA with respect to the RSA Services and that are applicable to Client or, at Client’s written request and to the extent 51�Թ������ճԹ� is permitted, invoke such warranties on Client’s behalf with RSA. Client acknowledges and agrees that, with respect to the RSA Services, 51�Թ������ճԹ�’s role shall be limited to transmitting Client’s data to RSA for processing and RSA’s results of such processing to Client. To the extent that such transmissions include errors as a direct result of 51�Թ������ճԹ�’s actions in transmitting the same, 51�Թ������ճԹ� shall on notice from Client or RSA, as applicable, as 51�Թ������ճԹ�’s sole liability and Client’s sole remedy, promptly correct such errors and re-transmit the affected data.

(xii) Client Indemnification Related to RSA Services. Clientshall indemnify and hold 51�Թ������ճԹ�, its officers, employees and agents harmless against any losses, claims, judgments, liabilities or expense, including reasonable attorney’s fees and expenses, resulting from action taken or permitted by 51�Թ������ճԹ� in good faith without gross negligence in reliance upon instructions or orders received from Client as to anything arising in connection with the RSA Services. 51�Թ������ճԹ� shall only be liable to Client hereunder in the event of damages actually incurred by Client as a result of the gross negligence or willful misconduct of 51�Թ������ճԹ�, its agents or employees, in performance hereunder; provided, however, 51�Թ������ճԹ�’s liability hereunder in any event shall be limited to the lesser of (i) the amounts actually paid by Client to 51�Թ������ճԹ� during the 30 day period immediately preceding the event giving rise to such liability or (ii) out of pocket damages actually incurred by Client as a result of the gross negligence or willful misconduct of 51�Թ������ճԹ�, its agents or employees. 51�Թ������ճԹ� shall not be liable for any damages or any services failures caused (a) by alteration or modification to the RSA Services without 51�Թ������ճԹ�’s prior written approval, (b) when the RSA Services have been subject to misuse, negligence, accident or improper installation or use or has been subject to maintenance by anyone other than in accordance with this subsection, or (c) or any factor beyond 51�Թ������ճԹ�’s reasonable control.

(e) To the extent any of these terms conflict with terms set forth in the Agreement, these terms shall control.