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TransferNow Services – Additional Terms

1. Services. 51�Թ������ճԹ�, itself and through its Affiliates, will provide to Client the Services described below (collectively, the “Services” for purposes of these Terms and Conditions) for the fees set forth in the applicable fee exhibit. Client may make the Services available to its members or customers, as applicable, (collectively, “End Users”) who have properly enrolled for an applicable Service, and who are authorized to use that Service by Client, in accordance with these terms and the Agreement and 51�Թ������ճԹ�’s standard enrollment protocols. For purposes of these terms, “Deposit Account” means a checking, savings or money market account. For the avoidance of doubt, all services indicated as provided by 51�Թ������ճԹ� to End Users are provided by 51�Թ������ճԹ� solely in its capacity as a service provider for, and on behalf of, Client, and are “Services” for purposes of these terms.

(a) TransferNow Funds Transfer Services. 51�Թ������ճԹ� will provide transfer services (“TransferNow”) to Client’s End Users that allow such End Users to transfer funds between such End User’s Deposit Accounts the End User maintains with Client and those Deposit Accounts the End User holds at separate U.S. financial institutions in which the End User has an ownership interest and/or the right to transfer funds to or from the Deposit Account or via an agent at Client’s call center.

(b) External Accounts. End Users may register Deposit Accounts domiciled at third party financial institutions (“External Accounts”) with the 51�Թ������ճԹ� system via the Services described above to perform transfers between External Accounts and Deposit Accounts maintained at Client. Such registration requires verification of access and/or ownership of the External Account in accordance with 51�Թ������ճԹ�’s Risk Procedures (defined below in the Risk Section).

(c) Consulting Services. 51�Թ������ճԹ� will provide implementation, integration, training and support services for any of the Services, including any implementation of new or expanded functionalities for such Services, if any, as requested by Client and subject to the mutual, written agreement of the parties in a statement of work or similar document. That statement of work shall specify the terms for such services, including without limitation the fees for such services and the location of performance for such services. Client will reasonably cooperate with 51�Թ������ճԹ� in the implementation of the Services. If Client requests any additional Services outside the scope of those agreed to in the applicable statement of work, such Services will be provided based on the availability of 51�Թ������ճԹ�’s resources and at 51�Թ������ճԹ�’s then-current rates. Specifically for any training services provided in connection with the Customer Care System, 51�Թ������ճԹ� will provide such training services to Client’s trainers (in a ‘train the trainers’ environment) as mutually agreed in writing. Client’s trainers will be responsible for training Client’s associates. Unless expressly stated in the applicable statement of work, all professional services will be performed during 51�Թ������ճԹ�’s standard business operating hours at a site designated by 51�Թ������ճԹ�.

2. Performance.

(a) End User Technical Support.

(i) 51�Թ������ճԹ� will provide second level technical support to Client's designated support representatives (meaning 51�Թ������ճԹ� will accept an initial technical support inquiry from Client, but not the End Users, and initiate a troubleshooting process). Such support will be available during 51�Թ������ճԹ�’s standard business hours.

(ii) Limitations. If 51�Թ������ճԹ� determines, in its reasonable discretion, that any support issues are caused by any action of Client or its End Users, including without limitation abuse or misuse of the Services, any modification or addition to the Services not authorized or performed by 51�Թ������ճԹ� or any failure of Client to maintain its technology or the Services, or any other circumstance outside of 51�Թ������ճԹ�’s control, then 51�Թ������ճԹ� reserves the right to charge for any work performed by 51�Թ������ճԹ� in investigating such problem at 51�Թ������ճԹ�’s then-current rates. Any troubleshooting or assistance requested by Client in connection with any such problems shall be provided at 51�Թ������ճԹ�’s sole discretion and at 51�Թ������ճԹ�’s then-current rates.

(b) Customer Service Database. 51�Թ������ճԹ� may provide Client with one or more identification numbers, passwords and/or other means of identification and authentication (collectively “Password”) to access 51�Թ������ճԹ�’s customer service database. Client agrees to: (i) take reasonable steps to safeguard the confidentiality and security of the Password; (ii) limit access to its Password to persons who have a need to know such information; (iii) notify 51�Թ������ճԹ� promptly if Client has any reason to believe the security or confidentiality required by this provision has been or may be breached; and (iv) immediately change the Password if Client knows or suspects that the confidentiality of the Password has been compromised in any way. 51�Թ������ճԹ� may provide Client with access to an online database containing recipient information (e.g., name and bank name) in connection with the Services. Client agrees to access the database only: (a) to effect, administer, or enforce transactions that result from the Services; (b) to protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability related to the Services; (c) for internal audit and regulatory examination purposes; (d) to resolve consumer disputes or inquiries involving transactions that result from the Services, or (e) as permitted to access certain customer and transaction information in 51�Թ������ճԹ�’s possession and shall only use the recipient information of non-Client users within such database to complete Service transactions and for regulatory purposes. Client shall limit access to such database to its trusted employees and shall closely and regularly monitor such employees’ use of such database to ensure compliance with this provision. Client shall protect the database from security breaches at Client by establishing, maintaining and updating policies, procedures, equipment and software that are designed to safeguard the security and integrity of Client’s computer systems used to access the database.

(c) Current Release. Client will perform duties reasonably necessary to be on the then-current commercially-available release of each Service.

3. Risk Management.

(a) General.

(i) Risk Processes. 51�Թ������ճԹ� will abide by its standard risk and fraud detection procedures and processes related to End Users’ use of the Services as may be updated or modified from time to time (“Risk Procedures”). 51�Թ������ճԹ� will make available a summary of its then-current procedures and processes to Client upon request, including without limitation prior to commencement of the Services. For purposes of these terms, a “Transaction Loss” is a loss that occurs because the associated transaction was rescinded as unauthorized or has been returned and is un-collectable, and “Limits” means default transaction limitations, which may or may not include without limitation amount limitations, velocity limits and, if applicable to the Service, transaction speed limitations that are documented within the Service. 51�Թ������ճԹ� is in no way responsible for authenticating End User credentials for access to the Services. Client acknowledges that with respect to Service transactions, Client is the Originator (as defined in the ACH Rules) of Service transactions under the Operating Rules of the National Automated Clearing House Association (the “ACH Rules”).

(ii) Risk Procedures. Client shall reasonably cooperate with 51�Թ������ճԹ�’s Risk Procedures, including: (i) promptly responding to 51�Թ������ճԹ�’s reasonable requests to verify account ownership or any 51�Թ������ճԹ� fraud investigation with respect to a Deposit Account held at Client, regardless of the transaction origin; (ii) promptly sending returns information to 51�Թ������ճԹ� via an ACH returns file, chargeback process, or daily batch feeds, as mutually agreed; (iii) requesting and obtaining a Written Statement of Unauthorized Debit signed and completed by its claimant or End User prior to initiating a debit return pursuant to the ACH Rules; and (iv) if 51�Թ������ճԹ� has to provide a Letter of Indemnity, hold harmless letter, or related documentation (each, an “LOI”) to another financial institution to recover Transaction Losses and there is a claim made under the LOI, then Client shall be responsible for all amounts relating to such claim, pursuant to the ACH Rules.

(iii) Access by Client Employees. If Client employees or associates access the Services on behalf of End Users, then Client shall be responsible for the authentication and authorization of such employees and associates, as well as all resulting access and use of the Services and the User Data (defined below) and other End User information, if applicable.

(iv) Recovery of Transaction Losses.

A. 51�Թ������ճԹ� will, in its capacity as a service provider for, and on behalf of Client, attempt to recover the Transaction Loss from the End User for transactions that are greater than $500 and initiated as exceptions through a payment network (e.g., ACH or Debit Card Network). Client shall provide 51�Թ������ճԹ� with reasonable assistance in recovering such loss.

(1) Resubmission and Offsets. If pursuant to the Service a credit is released and the corresponding debit or a portion of any such debit has failed, 51�Թ������ճԹ� reserves the right to resubmit or issue a new debit transaction for the uncollected portion of such debit. If 51�Թ������ճԹ� is unable to recover the uncollected portion of the debit, then 51�Թ������ճԹ� may additionally debit any of the End User’s other accounts that are accessible via the Services to offset the uncollected portion.

(2) Compensation and Assignment. If 51�Թ������ճԹ� is unable to recover the Transaction Loss from the End User, then Client shall compensate 51�Թ������ճԹ� for such loss within 30 days of receiving a reclamations statement from 51�Թ������ճԹ�.

B. Suspensions. 51�Թ������ճԹ� may suspend or deny access to End Users and/or accounts associated with such End Users and/or any counterparties if it receives any returns from an account associated with them whether with Client or another financial institution, if 51�Թ������ճԹ� is owed Transaction Losses in connection with the applicable End User, or if 51�Թ������ճԹ� anticipates any potential losses arising from any such account(s), including without limitation due to concerns regarding fraud.

(v) Threatening Conditions. If 51�Թ������ճԹ� reasonably believes that any Services, or Client’s or any End User’s conduct in using the Services (including without limitation an End User intentionally initiating fraudulent or unauthorized transfers, account access or violating any agreement under which it has been provided access to the Services) violates any applicable laws, rules, regulations or industry standards, or otherwise poses a threat to 51�Թ������ճԹ� or any 51�Թ������ճԹ� client’s system (including without limitation any 51�Թ������ճԹ� System), security, equipment, processes, intellectual property or reputation (“Threatening Condition”) and if, in the reasonable and good faith determination of 51�Թ������ճԹ�, the Threatening Condition poses an imminent or actual threat, (including without limitation regulatory investigation, inquiry or penalty), 51�Թ������ճԹ� may suspend any and all use of the Service until such Threatening Condition is cured. 51�Թ������ճԹ� will promptly notify Client of such suspension, including the identity of the affected End User(s) as needed, and both parties will use reasonable efforts to cure or cause the correction of the Threatening Condition following such notice. 51�Թ������ճԹ� may terminate Client’s and/or End User’s use of the Services without further requirement of notice if the Threatening Condition remains uncured more than 30 calendar days after 51�Թ������ճԹ� notifies Client of the Threatening Condition.

(b) Transaction Limits. Client shall establish Limits for the Services within the 51�Թ������ճԹ� system for the Services. End Users of the Services may perform transfers only within the Limits established by Client. If 51�Թ������ճԹ� identifies a sudden unanticipated increase in Transaction Losses and believes it prudent to take immediate action to reduce Limits, but is unable to consult with Client, 51�Թ������ճԹ� shall have the right but not the obligation to reduce Limits temporarily until such time as a consultation with Client can occur.

(c) Responsibility for Payments and Transaction Losses. Client will at all times remain responsible for making any consumer whole in connection with any failure to transmit money through the Services. Client shall be responsible for all Transaction Losses regardless of the amount or circumstance of the loss and 51�Թ������ճԹ� shall not be responsible for any Transaction Losses.

4. Additional Terms and Conditions.

(a) User Data.

(i) Client and End Users may be required to share with 51�Թ������ճԹ� certain data, including without limitation: (a) the End User's name, e-mail address, zip or postal code; and (b) Account or Deposit Account information (e.g. financial data, user identification, login and password and personal information (including without limitation birth date, IP address and Social Security number), as well as the ABA Routing and Transit Number that are specific to an End User's Account or Deposit Account) (collectively, “User Data”). 51�Թ������ճԹ� and its service providers may use the User Data solely for the performance of the Services on behalf of Client, in accordance with the Gramm-Leach-Bliley Act, its implementing regulations and other applicable laws, including (without limitation) any use to effect, administer or enforce a transaction or to protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability. Provided that the source of the information is not disclosed and the information is used in conjunction with other independent information, 51�Թ������ճԹ� may use, store and disclose User Data and other such information acquired in connection with the Services in statistical form for pattern recognition, modeling, enhancement and improvement, system analysis and to analyze the performance of the Services.

(ii) 51�Թ������ճԹ� may supply User Data to any law enforcement agency if 51�Թ������ճԹ� or any 51�Թ������ճԹ� client has suffered or may reasonably be expected to suffer a loss as a result of fraudulent or suspicious activity performed by the End User. Client shall identify a representative as a point of contact or a subject matter expert if such law enforcement agency requires supplementary information on such End User.

(iii) 51�Թ������ճԹ� may retain all User Data during and after the term of these Terms and Conditions or the Agreement for audit, regulatory compliance, risk management purposes and as permitted by applicable law and regulations and/or to the extent it is required to do so in connection with payment network or organization rules and regulations or similar applicable industry requirements.

(iv) Without limiting anything herein or any provisions of the Agreement, for the avoidance of doubt, the parties hereby agree that the User Data of End Users is customer information of Client for purposes of the Gramm-Leach-Bliley Act and its implementing regulations.

(b) Credentials. For certain Services, 51�Թ������ճԹ� will provideone or more identification numbers, passwords and/or other means of identification and authentication (collectively “Credentials”) to access certain functionalities of the Services. All Credentials shall at all times be considered 51�Թ������ճԹ� Information.

(c) Compliance.

(i) Warranties. Client represents and warrants to 51�Թ������ճԹ� that it has taken and will continue to take whatever action may be necessary to comply with all applicable laws, rules, statutes and regulations (and any interpretations thereof and rules promulgated thereunder), including, but not limited to, the USA Patriot Act, the federal Bank Secrecy Act, federal and state laws and regulations relating to money transmission, currency reporting and the prevention of money laundering, any rule or regulation issued by a regulatory body, including the U.S. Office of Foreign Assets Control, the Electronic Fund Transfer Act and its implementing Regulation E, and the bylaws and operating regulations of any payment network or organization through which transactions are being processed, to enable it to offer and provide the Services to its End Users, and to otherwise register and activate End Users to make use of the Services and other 51�Թ������ճԹ� services that may be provided under these Terms and Conditions, including, but not limited to, any necessary pre-registrations, consents and authorizations from and notices to its End Users. The parties acknowledge and agree that 51�Թ������ճԹ� is relying on Client's performance as described in this Section in 51�Թ������ճԹ�’s performance of the Services.

(ii) Indemnification. Notwithstanding anything to the contrary in the Agreement, Client will indemnify, defend, and hold harmless and release 51�Թ������ճԹ� and its Affiliates and their officers, directors, and employees from and against any claims, actions and other proceedings, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to any breach of the preceding representation and warranty or this clause. The foregoing indemnification obligation shall not be subject to any limitations on Client’s liability otherwise set forth in the Agreement. Client shall, at its own cost and expense, not subject to reimbursement, defend all such actions, suits or proceedings, and satisfy all judgments, orders or decrees with respect to the foregoing, and 51�Թ������ճԹ� shall provide Client with prompt notice of any claim for indemnification, cooperation in the defense and settlement of such claim, and grant Client control over the defense or settlement of such claim.

(iii) Records. Client shall maintain all records and prepare and file any necessary forms, reports or other documentation, including without limitation, suspicious activity reports or currency transaction reports required to be filed in accordance with laws applicable to Client. Client shall immediately notify 51�Թ������ճԹ� of instances of suspected fraud, money laundering, terrorist financing, or other illegal activities determined within Client's reasonable discretion and involving the Services. Client will not use Customer Social Security numbers or Federal Employer Identification Numbers in the account numbers that Client designates within the Services; 51�Թ������ճԹ� will not be responsible for any resulting liability if Client violates this sentence.

(d) ACH Rules.

(i) Client acknowledges that with respect to Services transactions resulting in Automated Clearing House (ACH) payments (“ACH Payments”), (1) Client is the Originator under the Operating Rules of the National Automated Clearing House Association (“ACH Rules”) for ACH Payments that an End User submits for processing and Client will have all responsibilities and liabilities of an Originator under the ACH Rules for such ACH Payments; and (2) neither 51�Թ������ճԹ� nor Early Warning is the Originator under the ACH Rules.

(ii) 51�Թ������ճԹ� will be a Third-Party Sender (as defined in the ACH Rules) with respect to such ACH Payments and will have all of the responsibilities and liabilities of a Third-Party Sender under the ACH Rules with respect to such ACH Payments.

(iii) Client will comply with all applicable ACH Rules and will not originate transactions in violation of any applicable law.

(iv) 51�Թ������ճԹ� will facilitate processing ACH Payments submitted by End Users by transmitting ACH files to one or more ODFIs that has agreed to originate ACH Payments for the Service. Client authorizes 51�Թ������ճԹ� and the ODFI to originate entries on behalf of Client to the accounts designated in the information provided for a payment to be made for the Service (“Payment Instructions”). When 51�Թ������ճԹ� receives a Payment Instruction, Client authorizes 51�Թ������ճԹ� to debit the End User’s account for the amount of any such Payment Instruction plus any related fees in effect (and as disclosed by Client to the End User) at the time the End User initiates the Payment Instruction, and to remit funds on Client’s behalf. Client also authorizes 51�Թ������ճԹ� to credit the End User’s account for the receipt of payments, including but not limited to those payments returned from Receivers to whom the End User sent payment(s) and those payments that were cancelled and returned to the End User because the processing of the Payment Instruction could not be completed.

(v) Client agrees that the ODFI has the right to review and monitor Client’s ACH Payments, and audit Client’s compliance with this Section and the ACH Rules.

(e) Required Modifications. If any modification to any Services is required by law or governmental regulation, or is necessary based on any payment processing requirements, 51�Թ������ճԹ� and Client shall use commercially reasonable efforts to comply in a timely manner. 51�Թ������ճԹ� may make any modifications, changes, adjustments or enhancements to the Services that 51�Թ������ճԹ� deems to be suitable.

(f) U.S. Only Services. Client will only make the Services available to End Users who hold U.S. accounts with Client.

(g) In the event of termination or non-renewal of these Terms and Conditions or the Agreement, Client shall: (a) comply with all applicable laws, including laws governing notification of End Users prior to discontinuation of the use of the Services; and (b) be financially responsible for any transactions returned on any of its End Users’ Deposit Accounts after the termination date, whether or not the returns are proper and timely. Following receipt of Client’s written certification of Client’s compliance with the foregoing, 51�Թ������ճԹ� will, for a period not to exceed 60 days, continue to process transactions that were initiated prior to the effective date of termination (e.g., returns).

(h) Terms of Service and Enforcement.

(i) Client will enter into a written agreement regarding the Services with End Users (“Terms of Service”). Client acknowledges that the Terms of Service are between Client and its End Users, not 51�Թ������ճԹ�.

(ii) As part of 51�Թ������ճԹ�’s standard product documentation it generally provides to its financial institution clients, 51�Թ������ճԹ� may make available to Client sample general terms and conditions that Client may consider in establishing the Terms of Service. Any terms that are required by 51�Թ������ճԹ� to be present in such terms and conditions without substantial modification will be marked as such; Client will not substantially modify such marked terms and conditions without the prior, written approval of 51�Թ������ճԹ�. Furthermore, if 51�Թ������ճԹ� provides sample terms and conditions and Client elects to modify such terms and conditions, then 51�Թ������ճԹ� will not be obligated to host such modified terms and conditions, unless the parties agree otherwise in writing.

(iii) In its Terms of Service or other governing agreement between Client and the End Users for the Services, Client will include (i) disclaimers of incidental, indirect, consequential, special, punitive, and exemplary damages; and (ii) quantified limitations on direct damages that, with respect to both (i) and (ii), may be claimed or alleged by such End Users arising out of or relating to the Services. Such disclaimers and limitations must extend to Client’s third party suppliers or providers (but do not need to specifically reference 51�Թ������ճԹ�). Client will enforce such disclaimers and limitations in claims, lawsuits and proceedings brought by Client’s End Users.

5. Third Party Terms (cannot be modified by Client).

(a) Verification and Authentication Services. 51�Թ������ճԹ� is authorized to rely on data provided by third parties and is not responsible for the accuracy of such data in connection with its performance of the Services. Client acknowledges and agrees that: (a) third party data is obtained from databases whose accuracy, timelines and coverage are not guaranteed; (b) the data used to verify an End User is obtained from third parties; (c) 51�Թ������ճԹ� does not warrant or guarantee the identity of the End User, but merely receives a result from a third party provider (“Result”) which is derived, in part, from information entered by or about the End User; (d) 51�Թ������ճԹ� will use the Result to attempt to verity the identity of the End User; and (e) the Result and related verification and authentication services will be only used for the purpose of verifying the identity of the End User and will not be used, in whole or in part, as a basis for determining the eligibility of an End User for credit, insurance or employment or to take ‘adverse action,’ as defined in the Fair Credit Reporting Act or similar laws. Client will not copy or retain any authentication questions or the End Users’ answers to such questions or use such questions for purposes other than identity verification and End User authentication, except (i) as required by law and (ii) that Client shall be permitted to use and retain the pass/fail indication returned by the Services along with any related explanatory information/codes for risk management or other internal purposes permitted by law. Client will not reverse engineer or create derivative works based on the identity verification and authentication elements of the Services (or the technology used to provide such Services).

(b) End User License and Consent. Client hereby consents to 51�Թ������ճԹ�’s disclosure of the User Data to certain 51�Թ������ճԹ� supplier(s) solely in connection with the verification and authentication of the End Users and subject to these terms and the Agreement. Client acknowledges that such verification and authentication services are proprietary and confidential and shall be treated as 51�Թ������ճԹ� Information under the Agreement. Client grants to 51�Թ������ճԹ� and 51�Թ������ճԹ�’s applicable supplier(s) a non-exclusive, non-transferable, except as provided herein, right to use, copy, store, modify and display the User Data solely to the extent necessary to provide the Services. Client represents that it has obtained all necessary End User agreements or consents as may be reasonably required to grant such license rights to 51�Թ������ճԹ� and its suppliers.

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