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Zelle Payment Services – Additional Terms

1. Services. 51�Թ������ճԹ�, itself and through its Affiliates and service providers, will provide to Client the Services described below (collectively, the “Services” for purposes of these terms) 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. To receive the Services, participants in Early Warning’s Zelle Network^® (“Zelle Network”) must be financial institutions that are insured by either the Federal Deposit Insurance Corporation or the National Credit Union Administration. For purposes of these terms, “Deposit Account” means a checking, savings or money market account and “Rules” means the business requirements and a scoring thresholds provided by Client in accordance with 51�Թ������ճԹ�’s Global Risk Administration model. For the avoidance of doubt, all services indicated as provided by 51�Թ������ճԹ� to End Users (including the collection of required account information of a Receiver or Recipient, whether from the End User, Receiver or Recipient) 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) Zelle Person to Person Services. 51�Թ������ճԹ� and Early Warning will provide payment services that allow payments to accounts owned by individual persons other than the designated End User (“Zelle”). These may include: (a) payments to known third parties, where the End User (“Sender”) provides the required account information of the third party (“Recipient”) (hereinafter referred to as “Known Third Parties”); (b) payments to persons where the Sender provides the contact information of the Recipient or Receiver through which such Recipient or Receiver receives transaction notifications (e.g., an email address and/or mobile phone number) (a “Token”), as further described in the specifications made available by 51�Թ������ճԹ� (the preceding subsections (a) and (b) are referred to as “Send Money”); and (c) sending requests for payment (“Request Money”) through the Service to the Token of other individual persons and the ability to view as well as pay requests for payment received through such Service from such persons. For the Request Money functionality, the End User may be a Receiver and/or a Requestor. For purposes of these Terms and Conditions, a “Receiver” means a person who receives a Request Money request through the Zelle Service and a “Requestor” means a person who sends a Request Money request to a Receiver through the Zelle Service; if such request is accepted, Requestors subsequently become Recipients. If 51�Թ������ճԹ�’s agreement with its service provider, Early Warning Services, LLC or its successor (“Early Warning”), terminates and 51�Թ������ճԹ� thereafter no longer receives services from Early Warning in support of the Services under these terms, then the Zelle Services will automatically terminate. 51�Թ������ճԹ� will provide Client with nine months’ prior written notice of cessation of service, except as follows: if 51�Թ������ճԹ� is in material breach of such agreement with Early Warning pertaining to data and 51�Թ������ճԹ� is not able to provide nine months’ prior written notice of termination, then 51�Թ������ճԹ� will provide as much notice as is commercially reasonable. These terms are subject to Early Warning’s approval of Client for purposes of receiving the Services.

(b) Zelle Real-Time Payments. 51�Թ������ճԹ� will enable the use of 51�Թ������ճԹ�’s NOW Network to facilitate the transmission of Zelle Service transactions on behalf of End Users (“Zelle Real-Time Payments”). Zelle Real-Time Payments constitute a portion of the Zelle Services. 51�Թ������ճԹ� will specifically use the NOW Network via mutually-agreed upon connectivity to debit or credit funds to the Deposit Account of the End User, as applicable. In certain cases, such connectivity may require Client to license additional 51�Թ������ճԹ� software, subject to a separate agreement with 51�Թ������ճԹ�; 51�Թ������ճԹ� will promptly inform Client of any such requirement upon request. 51�Թ������ճԹ� does not represent or warrant that Zelle Real-Time Payments are delivered instantaneously. Applicable payments may be subject to delays from third party networks, such as debit card networks (“Debit Card Networks”), and other delays not within 51�Թ������ճԹ�’s control, including without limitation delays resulting from funds availability policies of third party financial institutions.

(c) Consulting Services. 51�Թ������ճԹ� will provide implementation, integration, training and support services for the Services. Client will reasonably cooperate with 51�Թ������ճԹ� in the implementation of the Services. The subsequent implementation of new or expanded functionalities for such Services, if any, is 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. 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) As elected by Client with respect to the CheckFree bill payment service, and subject to payment of any applicable fees set forth therein, 51�Թ������ճԹ� will provide first level technical support to Client's End Users (available only through CheckFree RXP). 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) 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. A “Transaction Loss” is a loss that occurs because the associated transaction was rescinded as unauthorized or has been returned and is un-collectable. 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”). 51�Թ������ճԹ� shall not be liable for any Transaction Losses incurred by Client for the Zelle Services, including but not limited to fraud losses or risk of loss, arising out of Client’s use of the Zelle Services; liability for Transaction Losses is addressed in Early Warning’s Zelle Network Participation Rules (the “Network Rules”). 51�Թ������ճԹ�’s Risk Procedures and Section 4(d) only apply to Zelle transactions that are initiated via End User interfaces hosted by 51�Թ������ճԹ� (e.g., not transactions that are processed by Early Warning via ZellePay.com).

(b) 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, including without limitation, the settlement amount and attorney fees.

(c) 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, Recipient, Receiver and Requestor information, if applicable.

(d) Recovery of Transaction Losses.

(i) Regardless of who bears the Transaction Loss on a particular transaction, 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 and Client shall provide 51�Թ������ճԹ� with reasonable assistance in recovering such loss.

A. Resubmission and Offsets. If pursuant to the Services 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.

B. 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 3 business days of receiving notice from 51�Թ������ճԹ�.

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

(e) Threatening Conditions. If 51�Թ������ճԹ� reasonably believes that the 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 applicable 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.

(f) Obligations to End Users, Recipients and Receivers.

(i) As between Client and the End Users, Client will be solely liable to End Users for completion of the Zelle transfers described in Section 2 hereof by payment of good funds in the correct amount and in a timely manner to the Recipient’s bank account (regardless of whether the bank account information was provided by End User or collected from the Recipient) and is the “financial institution” for purposes of Zelle transfer transactions and their compliance with applicable laws. Without limiting the preceding sentence, Client will at all times remain responsible for making any consumer whole in connection with any failure to transmit money through the Services.

(ii) 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 by an End User relating to the Services or arising out of or relating to Client’s breach of its obligation to make any consumer whole as set forth in the preceding sentence in Section 4(f)(i). 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.

(g) Receipts. Receipts for applicable Services provided to End Users by Client will be provided by Client and contain contact information for Client and no details regarding 51�Թ������ճԹ�.

(h) Client-Level and End User-Level Limits. If 51�Թ������ճԹ� (a) identifies a sudden unanticipated increase in Transaction Losses and believes it prudent to take immediate action to reduce Limits; or (b) identifies an unanticipated risk increase as to an individual End User, based on 51�Թ������ճԹ�’s risk assessment tools, then as to each of the preceding cases, 51�Թ������ճԹ� shall have the right at any time but not the obligation to (x) as applicable to the Service, reduce Limits in an amount and for a duration determined by 51�Թ������ճԹ� in its sole discretion, (y) process transactions using a “good funds only” model, and/or (z) suspend the Service. Client will promptly work with 51�Թ������ճԹ� to analyze the cause of such losses and to take appropriate measures to remedy their cause.

4. Additional Terms and Conditions.

(a) NOW Network Services. “NOW Network Services” means the Services identified in Section 2 in these terms that utilize the NOW Network, which include without limitation Zelle Real-Time Payments. Use of the NOW Network Services is subject to Client’s participation in the NOW Network. Client will comply with the terms of the Real-Time Network Participation Agreement in connection with its use of the NOW Network Services. In all cases, Client will comply with the bylaws and operating rules of the applicable payment networks that Client utilizes with the NOW Network, which may include without limitation the NOW Network and Debit Card Networks. 51�Թ������ճԹ� is not responsible for the performance, speed, or other acts or omissions of third parties that use the NOW Network or interoperate with the NOW Network, such as Debit Card Networks. Notwithstanding anything to the contrary in the Agreement, NOW Network and Debit Card Network settlements are final except as set forth in the applicable NOW Network and Debit Card Network rules and recovery may not be possible; however, if such applicable rules allow for reversal of funds, 51�Թ������ճԹ� will attempt to recover such funds from the destination account. 51�Թ������ճԹ� shall not be obligated to comply with the Automated Clearinghouse (ACH) Rules in such recovery efforts or otherwise in connection with NOW Network Services. 51�Թ������ճԹ� will choose the method of delivery of NOW Network Service payment via the NOW Network in its sole discretion based on available end points for delivery of such payment. Other than Early Warning, third party operators of networks that connect to the NOW Network, such as Debit Card Networks, shall not be considered to be subcontractors for purposes of the Agreement. 51�Թ������ճԹ� will choose the Debit Card Networks in which 51�Թ������ճԹ� will participate in its sole discretion.

(b) NOW Network Brands. Client shall treat the trademarks, servicemarks, and similar intellectual property rights of the NOW Network (including without limitation any Debit Card Networks accessible through the NOW Network) as if they are Network Marks (as defined in the Network Rules, including any successor term) for purposes of the rights and obligations of Client set forth in these terms and the Agreement; except that Client is only obligated to display such Network Marks as indicated by 51�Թ������ճԹ� in writing.

(c) User Data.

(i) Clients and End Users ( and Recipients, Receivers, and Requestors) may be required to share with 51�Թ������ճԹ� certain data, including without limitation: (a) the End User's, Recipient’s, Receiver’s or Requestor’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, Recipient’s or Requestor’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 these terms or the Agreement terminate or expire 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.

(d) Credentials. For certain Services, 51�Թ������ճԹ� will provide one 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.

(e) 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.

(f) U.S. Only Services. Client will only make the Services available to End Users who hold U.S. accounts with Client. Service payments via Debit Card Networks are only available in the 50 states of the United States and the District of Columbia.

(g) In the event of termination or non-renewal of these terms 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. In addition, Client shall disclose in the Terms of Service that (i) Client is the sole party liable to End Users for transfers conducted using the Services; and (ii) as between Client and the End Users, Client is solely liable to Recipients and Receivers to the extent any liability attaches in connection with transfers via the Services.

(i) 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.

(j) Press Release.51�Թ������ճԹ� may include Client’s name and logo in 51�Թ������ճԹ�-issued marketing materials (including a press release) that identifies Client as a 51�Թ������ճԹ� customer of the Zelle Services provided under these terms.

(k) ETES. Client will utilize the event triggered email service (“ETES”), a 51�Թ������ճԹ� messaging program service operated by 51�Թ������ճԹ� at no additional charge that is designed to increase usage and continued adoption of the Zelle Services among Customers, so long as 51�Թ������ճԹ� offers ETES.

(l) Post-Launch Marketing. Upon implementation of the Zelle Services, Client will execute a post-launch marketing program, leveraging the pre-approved marketing resources available at no additional cost on the 51�Թ������ճԹ� Impact Marketing Portal (or any successor site), for the promotion of the Zelle Services to its End Users. As part of such program, Client will leverage 51�Թ������ճԹ� offered marketing resources that 51�Թ������ճԹ� makes available to drive the adoption of the Zelle Services.

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

(a) Rules. In regard to the Rules, 51�Թ������ճԹ� is acting as an agent of Client and shall not be held responsible for any outcome or decision that is rendered in accordance with the Rules. 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, including without limitation application of the Rules. Client further 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 the End User; (d) 51�Թ������ճԹ� will use the Result together with the applicable Client’s Rules to attempt to verify 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 supplier(s).

(c) Early Warning. Use of the Zelle Services is subject to Client’s execution of a Real-Time Network Participation Agreement; provided, however, that if Client holds more than $8 Billion in assets in its depository accounts, or exceeds such $8 Billion threshold at any point, Client must execute a Zelle Network Participant Agreement (“Early Warning Participant Agreement”), a copy of which will be provided to Client upon request, prior to utilizing the Zelle Services. If Client’s asset size exceeds the $8 Billion threshold, 51�Թ������ճԹ�’s continued provision of the Zelle Services to Client is contingent on Client’s payment of 51�Թ������ճԹ�’s then-current rates for the Zelle Services for financial institutions that hold over $8 Billion in assets. Each affiliate of Client that will offer the Zelle Services to its End Users must sign an Early Warning Participant Agreement if such affiliate holds over $8 Billion in assets in its depository accounts, and must also be a financial institution that is insured by either the Federal Deposit Insurance Corporation or the National Credit Union Administration. For purposes of the Network Rules, Client agrees that 51�Թ������ճԹ� is Client’s Processor as to the Services under these terms. Client agrees that Early Warning, LLC, and any of its affiliates involved in providing the Zelle Services are intended third-party beneficiaries of these terms, including the Real-Network Participation Agreement, and any Early Warning Participant Agreement.

(d) Boku Identity (f/k/a Danal) – Phone Ownership Verification. Client must ensure that the affected End Users agree to the following (or substantively the same clause using corresponding definitions from Client’s terms with End Users), except as 51�Թ������ճԹ� and Client otherwise agree in writing:

End User authorizes End User’s wireless carrier to disclose information about End User’s account, such as name, billing address, email, phone number, location information, subscriber status, payment method and device details, if available, to Client and Client’s third party providers to support identity verification, fraud avoidance and other uses in support of transactions for the duration of End User’s business relationship with Client. This information may also be shared with other companies to support End User’s transactions with Client and for identity verification and fraud avoidance purposes.

In the event Boku Identity’s (or its successors’) mobile carriers determine subsequent changes to the above requirements are required, 51�Թ������ճԹ� will provide written notice detailing such changes to Client, and Client agrees to implement such changes to the above requirements within a commercially reasonably time frame.

(e) Iovation – Device Intelligence Data. Client must ensure that the affected End Users agree to the following (or substantively the same clause using corresponding definitions from Client’s terms with End Users), except as 51�Թ������ճԹ� and Client otherwise agree in writing:

Client may share certain personal information and device-identifying technical data about End User and End User’s devices with third party service providers, who will compare and add device data and fraud data from and about End User and End User’s devices to a database of similar device and fraud information in order to provide fraud management and prevention services, and identify and block access to the applicable service or Web site by devices associated with fraudulent or abusive activity. Such information may be used by Client and its third party service providers to provide similar fraud management and prevention services for services or Web sites not provided by Client. Client will not share with service providers any information that personally identifies the user of the applicable device.

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