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Card Production and Personalization Services – Additional Terms

1.�������� DESCRIPTION OF SERVICES.

(��)�������������������� Description of Services.  Client will place orders for, and 51�Թ������ճԹ� will provide for Client (and/or its customers), the manufacturing and personalization of plastic cards (the (“Card Production Services”). Client shall place and 51�Թ������ճԹ� will receive orders in an agreed upon secure electronic format.Client agrees to place orders for, and 51�Թ������ճԹ� agrees to provide for Client (and/or its customers), the manufacturing and personalization of plastic cards (the (“Card Production Services”). Client shall place and 51�Թ������ճԹ� will receive orders in an agreed upon secure electronic format.

(��)������ Standard Service: Regular daily card production files received by 51�Թ������ճԹ� prior to 12:00 p.m. Eastern Time will generally be processed within 2 business days. Files received after 12:00 p.m. Eastern Time shall be considered received the following business day.  For example, a file received Monday before 12:00 p.m. Eastern Time may ship Tuesday, and a file received Monday at 1:00 p.m. Eastern Time may ship Wednesday. 51�Թ������ճԹ�’s aggregate daily volume commitment for all regular daily Card Production Services (inclusive of both EMV chip enabled and non-EMV chip enable cards) shall not exceed 120% of Client’s average daily volume as calculated based upon Client’s “standard” daily volumes (specifically excluding any monthly reissue or special issuance services volumes, including but not limited to, volumes associated with card compromise reissues) during the immediately preceding 90 day period.  51�Թ������ճԹ� shall use commercially reasonable efforts to produce any volumes in excess of the daily volume commitment specified herein, but in no event shall 51�Թ������ճԹ� be deemed to be in violation of its obligations with respect to the Card Production Services for any failure to produce any such excess volumes within the turn-times set forth herein.  Requests for cards in excess of the daily commitments specified herein shall be produced on a first-in-first-out basis unless otherwise agreed by 51�Թ������ճԹ� and Client.      

(����)���� Monthly Reissue Service: Regular monthly reissue files will generally be produced within 7-10 business days following 51�Թ������ճԹ�’s receipt of the monthly reissue file.

(b)           51�Թ������ճԹ�’s aggregate volume commitment for all monthly reissue Card Production Services (inclusive of both EMV chip enabled and non-EMV chip enabled cards) shall not exceed 120% of Client’s average monthly reissue volumes as calculated based upon Client’s monthly reissue volumes (specifically excluding any regular daily or special issuance services volumes, including but not limited to, volumes associated card compromise reissues) during the immediately preceding 90 day period.  51�Թ������ճԹ� shall use commercially reasonable efforts to produce any volumes in excess of the monthly reissue volume commitment specified herein, but in no event shall 51�Թ������ճԹ� be deemed to be in violation of its obligations with respect to the Card Production Services for any failure to produce any such excess volumes within the turn-times set forth herein.  Requests for cards in excess of the monthly reissue commitments specified herein shall be produced on a first-in-first-out basis unless otherwise agreed by 51�Թ������ճԹ� and Client.     

(��)������ For special issuance Services (for either EMV cards, Mag Stripe cards, or both), including services with respect to card compromises or initial roll-outs, Client will not submit requests for such special issuance Services as part of daily files.  All such requests must be submitted independently to 51�Թ������ճԹ� for scheduling.

(��)�������������������� Card Collection^TM Artwork: 51�Թ������ճԹ� will provide Card Collection from 51�Թ������ճԹ� Artwork (“Artwork”) to Client for the purpose of creating advertising materials. 51�Թ������ճԹ� will maintain ownership for the Artwork for the purpose of creating advertising materials and must approve in writing each use of the Artwork. 51�Թ������ճԹ� must approve all advertising materials that incorporate the Artwork prior to production and/or publication.  51�Թ������ճԹ� will provide Artwork in its current format.  Client will be billed at a its then-current rate per hour for any changes Client requests made to the Artwork.  51�Թ������ճԹ� may periodically refresh the look of the Card Collection offering.  These changes may result in designs being discontinued or altered in appearance. When notification is received of discontinued designs, Client must promptly discontinue use of the discontinued images for any purpose. This includes but is not limited to printed materials, websites, and other electronic media. 

(��)�������������������� �Ѳ�䲹�������𲹳پ��Dz�®: Subject to Client’s compliance with the terms that follow, Client shall be permitted to use 51�Թ������ճԹ�’s �Ѳ�䲹�������𲹳پ��Dz�® mark solely for the purpose of creating advertising materials in support of the �Ѳ�䲹�������𲹳پ��Dz�® services provided by 51�Թ������ճԹ� to Client hereunder.  �Ѳ�䲹�������𲹳پ��Dz�® must be used as one word with the registration mark following the name.  Do not capitalize all letters.  The official registration notice ® must accompany the mark when it is used in advertising, promotional materials and within the service itself.  

(��)�������������������� Materials.   51�Թ������ճԹ� may (i) procure and/or manufacture for Client (“51�Թ������ճԹ� Supplied Materials”) and/or (ii) with the exception of plastic card stock (which, unless otherwise agreed in writing by the parties, shall be 51�Թ������ճԹ� Supplied Materials), obtain from Client or a third party directed by Client (“Client Supplied Materials”), certain materials, including but not limited to, paper, envelopes, plastic card stock, brochures or inserts (51�Թ������ճԹ� Supplied Materials and Client Supplied Materials are hereinafter referred to collectively as, “Materials”).  Notwithstanding anything to the contrary elsewhere in the Agreement, Client understands and agrees that fees and costs in respect of 51�Թ������ճԹ� Supplied Materials are not fixed or otherwise guaranteed for any specific term of the Card Production Services.    

2.�������� CLIENT OBLIGATIONS AND RESPONSIBILITIES.

(��)�������������������� Client or its customers will provide to 51�Թ������ճԹ� any trademarks, trade names, service marks, service names, third party links, information, specifications, materials, designs, logos, copy or other such works, marks or other such content Client desires to be used in the provision of the Card Production Services (“Client Content”).

(b)           Client is solely responsible for providing 51�Թ������ճԹ� with all Client Content, data, materials, instructions and guidance (collectively, “Instructions”) necessary for the performance of the Card Production Services, and 51�Թ������ճԹ� will rely upon and act in accordance with all such Instructions as provided, as Client acknowledges and agrees that the Card Production Services and deliverables resulting therefrom are purely administrative print/fulfillment services performed pursuant to Client Instructions at Client’s direction. Client assumes all risk and responsibility for the consequences of all Instructions Client gives (or fails to give) and 51�Թ������ճԹ�’s reliance thereon. Client is responsible for the accuracy, completeness and adequacy of all Instructions and 51�Թ������ճԹ�’s use of the Instructions in its performance of Card Production Services and any deliverables resulting therefrom. Notwithstanding any other obligation, express or implied, elsewhere in this Agreement (any statements of work, exhibits, appendices, attachments, or addenda hereto), Client expressly acknowledges and agrees that 51�Թ������ճԹ� shall have no obligation to check for any errors or omissions in any Instructions and/or to correct, cancel or amend any action once 51�Թ������ճԹ� has received Instructions to complete such action, or to otherwise ensure that the Instructions, or the Card Production Services of deliverables created in conformance therewith, comply with applicable laws. Client represents and warrants that all Instructions shall comply with all applicable laws, rules and regulations. Client shall indemnify, defend and hold harmless 51�Թ������ճԹ�, its affiliates and their respective employees, subcontractors and agents from and against any and all claims (including, without limitation, any claims made by or through any Client customers, consumers or regulators) arising from or related to any Instructions which Client provides or fails to provide, as the case may be, or arising from any Card Production Services or deliverables created by 51�Թ������ճԹ� in reliance upon any Instructions, and further, any indemnity in the Agreement by 51�Թ������ճԹ� in favor of Client or any other third party shall be abrogated to the extent that any claim or action is based upon or arises from (i) use of any Instructions, including Card Production Services or deliverables created or based upon 51�Թ������ճԹ�’s adherence to Instructions, and (ii) modifications to any Card Production Services or deliverables made by Client or any third party. 

(��)�������������������� For mailing services that require postage and as a condition to receiving the postage rates described herein, Client will (i) ensure that the account records or address lists that 51�Թ������ճԹ� relies upon to process Client’s mail and perform mailing services on Client’s behalf satisfy all requirements established by the United States Postal Service for mailing, postage rates or associated discounts, including Full-Service Intelligent Mail requirements, Move Update requirements, and any other applicable program requirements (“USPS Requirements”); and (ii) take all other actions necessary to ensure that USPS Requirements are satisfied. Client will give 51�Թ������ճԹ� an executed copy of the 51�Թ������ճԹ�’s “Client Certification of Move Update Compliance” form (or its current equivalent). Client will also update the form as necessary to maintain its accuracy.

3.�������� ADDITIONAL TERMS AND CONDITIONS.

(��)�������������������� Notwithstanding anything to the contrary in the Agreement, all Card Personalization Services shall be deemed to have been accepted by Client unless Client provides 51�Թ������ճԹ� with written notice describing (with reasonable particularity) any failure of the Card Personalization Services to comply with these terms within 15 days following 51�Թ������ճԹ�’s performance (“Defect Notice”).  51�Թ������ճԹ� shall, at no additional cost to Client, reprint and remail, if applicable, any item(s) that fail, due to the fault of 51�Թ������ճԹ�, to comply with these terms within a reasonable time following receipt of the Defect Notice.  Notwithstanding any other performance obligations or any other terms set forth in the Agreement, Client agrees that, if an item(s): (i) fails, due to the fault of 51�Թ������ճԹ�, to comply with these terms or (ii) is lost or damaged while in 51�Թ������ճԹ�’s custody, Client’s sole and exclusive remedy shall be for 51�Թ������ճԹ� to reproduce and remail, if applicable, such item(s).    

(b)           Client grants to 51�Թ������ճԹ� a non-exclusive, worldwide, royalty-free right and license to copy and use all the elements of the Client Content in accordance with Client’s instructions.  Client shall indemnify and hold harmless 51�Թ������ճԹ�, its officers, directors, employees, and affiliates against any third party claim or action alleging infringement of a copyright, trademark or other proprietary right of such third party to the extent such claim or action arises out of or in connection with any information, specifications, materials, designs, Client Content, copy or other items provided to 51�Թ������ճԹ� by Client, its customers or any third party on behalf of client or its customers, as the case may be.

(��)�������������������� Client agrees that access to 51�Թ������ճԹ�’s online job tracking portal (the “Portal”) shall be given only to Client’s employees on a need to know basis, and only after informing such employees of the terms and conditions relative to use, disclosure and ownership of the Portal.  Client shall cause all parties to whom Client gives access to the Portal to adhere to all applicable provisions of the Agreement and such terms and conditions.  Client shall be responsible for any breach thereof by any party to whom Client provides access to the Portal.

(��)�������������������� Client acknowledges and agrees that, once 51�Թ������ճԹ� has submitted an order to a third party for or begun manufacture of, as the case may be, 51�Թ������ճԹ� Supplied Materials (each an “Order”), cancellation of such Order will not relieve Client of its obligations to pay for such Order.  Amounts paid by Client for 51�Թ������ճԹ� Supplied Materials are non-refundable.  Title to 51�Թ������ճԹ� Supplied Materials shall pass to Client upon receipt of the same at 51�Թ������ճԹ�’s warehouse or a designated third party warehouse.  If Client directs that Materials be delivered to a location for storage by 51�Թ������ճԹ� (hereinafter, “Client Inventory”), then 51�Թ������ճԹ� will use reasonable care in the storage and protection of such Client Inventory.  Client shall be solely responsible for Client Inventory obsolescence. Notwithstanding anything to the contrary set forth elsewhere in the Agreement, 51�Թ������ճԹ�’s sole responsibility as the custodian of Client Inventory will be the replacement of any Client Inventory in 51�Թ������ճԹ�’s possession which is damaged or lost as a result of either (i) fire, flood, earthquake, tornado or other forces of nature or (b) 51�Թ������ճԹ�’s failure to use reasonable care as the custodian of Client Inventory. 

(��)�������������������� For purposes of the limitations on liability set forth in the Agreement, the parties hereby acknowledge and agree that “TOTAL FEES” (or any other calculation of damages) excludes taxes and any fees, costs or expenses paid by Client in connection with products, Materials or supplies, including without limitation, amounts paid for postage or freight.