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Hosted Infrastructure Services—Additional Terms

1. SERVICES.

(a) 51�Թ������ճԹ� will provide to Client the infrastructure support and hosting services described in these additional terms and in the Fee Exhibit (“Hosted Services”).

(b) The Hosted Services may be provided for 51�Թ������ճԹ� Software and Non-51�Թ������ճԹ� Software (both as defined below) and the performance of the Hosted Services does not change the obligations of either party pursuant to any other terms of the Agreement, except as expressly set forth herein. Hosted Services include the following tasks and activities:

(c) Hosted Environment. 51�Թ������ճԹ� will provide the personnel, physical location, equipment, operating systems and electricity necessary to stand up and maintain the technical environment described in the applicable Fee Exhibit (“Hosted Environment”). As part of the Hosted Services, 51�Թ������ճԹ� will provide the Hosted Environment support services specifically identified as in scope in the applicable Fee Exhibit (“Infrastructure Tasks”). Any third party software provided as part of the Hosted Environment is provided “AS IS” and FISERV makes no warranties or representations, express or implied, as to ANY SUCH THIRD PARTY SOFTWARE, including, without limitation, quality, capabilities, operations, performance or suitability of Systems OR Programs. 51�Թ������ճԹ�’s sole obligation with respect to such third party software as part of the Hosted Environment is to initially install such third party software, monitor such third party software as called for in the Infrastructure Tasks and install any patches, fixes, or updates made available to 51�Թ������ճԹ� by the third party software vendors. 51�Թ������ճԹ� may increase the Hosted Environment system configuration requirements for support as reasonably determined by 51�Թ������ճԹ� from time to time.

(d) Hosted Software. Client may elect to install and operate certain software applications on the Hosted Environment, and such software applications may include Software licensed by Client from 51�Թ������ճԹ� pursuant to the Agreement (“51�Թ������ճԹ� Software”) as well as software the Client licenses from parties other than 51�Թ������ճԹ� or its Affiliates, which Client may elect to download, maintain and operate through the Hosted Environment (“Non-51�Թ������ճԹ� Software”). 51�Թ������ճԹ� Software and Non-51�Թ������ճԹ� Software are, collectively, “Hosted Software”.

(i) Hosted Software Support. Generally, Hosted Software support includes the tasks identified in the applicable Fee Exhibit for identified 51�Թ������ճԹ� Software and Non-51�Թ������ճԹ� Software. For all Hosted Software provided by Client, 51�Թ������ճԹ� shall have a period of no less than 60 days following receipt of such software from Client to implement such software into the Hosted Environment. 51�Թ������ճԹ� shall not be responsible for any failure to perform the Hosted Services with respect to, or any other issue arising from, any software which Client has failed to provide such notice or otherwise failed to provide 51�Թ������ճԹ� with sufficient time, as set forth herein, to test and implement such software. If, in 51�Թ������ճԹ�’s discretion, additional server capacity is necessary to accommodate Client’s Hosted Software or the Hosted Environment, 51�Թ������ճԹ� will provide Client with the quote for such additional capacity, which will be added to the Hosted Services hereunder upon written consent of the Client. 51�Թ������ճԹ� will notify Client in writing if additional server capacity is required, and the applicable fees for such additional servers (which 51�Թ������ճԹ� shall have no obligation to install), and 51�Թ������ճԹ� shall not be responsible for any failures in the Hosted Services caused by lack of such capacity until Client agrees to such additional fees. Any log-in credentials provided by Client shall be Client Information as such term is used in the Agreement, treated as confidential by 51�Թ������ճԹ�, and used solely to perform the Hosted Services. For purposes of support activities, “Software Updates” means downloading and installing any updates, releases, modifications or patches capable of user installation without addition assistance from the licensor. For all Software Updates: (i) Client shall notify 51�Թ������ճԹ� of a Non-51�Թ������ճԹ� Software Updates, (ii) 51�Թ������ճԹ� shall load all Software Updates into the test environment, (iii) Client shall test all Software Updates, (iv) Client shall notify 51�Թ������ճԹ� when a Software Update is approved for production, and (v) 51�Թ������ճԹ� will move the Software Update to the production environment.

(ii) 51�Թ������ճԹ� Software Support. 51�Թ������ճԹ� Software may be added to the Hosted Software support during the term of these Hosted Services, provided, the details and fees for such Hosted Software support shall be set forth in an amendment to the applicable Fee Exhibit executed by both parties.

(iii) Non-51�Թ������ճԹ� Software Support. With respect to Non-51�Թ������ճԹ� Software, 51�Թ������ճԹ� will install any Software Updates. 51�Թ������ճԹ�’s support obligations for the Non-51�Թ������ճԹ� Software shall include only those tasks identified in the applicable Fee Exhibit under ‘Third Party Application Support Activities,’ and such activities shall apply only to the Non-51�Թ������ճԹ� Software set forth in the applicable Fee Exhibit (such list may be updated by mutual written agreement). For the Third Party Application Support Activities identified in the applicable Fee Exhibit, 51�Թ������ճԹ� will provide at no additional charge the initial 60 minutes of such support for each requested change to a Non-51�Թ������ճԹ� Software product, including Software Updates. If 51�Թ������ճԹ� identifies that any requested change, which includes any tasks identified in the applicable Fee Exhibit, will exceed 60 minutes, 51�Թ������ճԹ� will provide Client with an estimate of the time over 60 minutes and Client shall pay for such services.

(e) Change Control. During the implementation of the Hosted Services, the parties will jointly develop and document the process by which: (i) Client may request adding new Hosted Software to the Hosted Environment, (ii) changes to the Hosted Environment are necessitated by Software Updates for existing Hosted Software, and (iii) changes to storage capacity of the Hosted Environment are necessitated, among other changes which may be initiated by Client or 51�Թ������ճԹ� (“Change Control Process”). The parties will mutually agree to any changes to this Change Control Process. If Client or a third party changes the operating system from 51�Թ������ճԹ�’s recommended configuration, overwrites software DLLs with Hosted Software, or removes or changes any services, 51�Թ������ճԹ� cannot ensure continuity of the Hosted Services. Client will be responsible for paying the applicable fees for any time required to address any issues caused by any third parties at 51�Թ������ճԹ�’s then-current professional services rates. As part of any Change Control Process and as a requirement to receive the Hosted Services, Client shall notify 51�Թ������ճԹ� at least 30 days in advance of any changes: (i) to the existing Hosted Software and any additional Hosted Software Client seeks to house on the Hosted Environment, and (ii) any changes to Client’s hardware or devices used to access the Hosted Environment. Any changes needed for which Client provides less than 30 days’ notice, 51�Թ������ճԹ� will use reasonable efforts to assist with such changes and identify additional costs for such changes as soon as reasonably possible. If the changes to Hosted Software or Client hardware change the scope of the Hosted Services, expand the capacity needs of the Hosted Environment or otherwise change the technical specifications of the Hosted Environment, 51�Թ������ճԹ� will provide Client with a change order or amendment to the applicable Fee Exhibit detailing the additional services, hardware, or capacity needs and fees. 51�Թ������ճԹ� shall have no obligation to implement any changes to the Hosted Environment if Client does not approve and pay the fees for such additional services or environment needs. 51�Թ������ճԹ� shall not be responsible for any failure to perform the Hosted Services with respect to, or any other issue arising from, any device or other equipment with respect to which Client has failed to provide such notice. Client shall designate a principal technical contact and up to 4 additional technical contacts authorized to make decisions as part of the Change Control Process. Such contact(s) may be changed upon written notice to 51�Թ������ճԹ� (which may be by email or other mutually agreed channel of communication). All approvals of change control requests must be submitted by one of Client’s designated technical contacts.

(i) As part of the implementation of the Hosted Services, 51�Թ������ճԹ� will work with Client to determine Client’s back-up, replication, and application sequence timing recovery needs. The parties will agree on the retention, file back-up, and recovery services Client needs in support of its disaster recovery policies.

(ii) If Client reports an issue with the Hosted Services, 51�Թ������ճԹ� will follow the following service escalation path:

A. Critical – Client’s designated principal technical contact may identify any call as a critical outage if the Hosted Services are not working properly and are having a significant impact on mission critical functions of Client’s business. Examples of critical cases are: (a) one of Client’s customer-facing or service-impacting systems are down, causing a serious adverse impact on Client’s relationship with its customers; and (b) an issue that results in more than 20% of Client’s employees or customers from accessing key business information. The escalation path for critical cases is as follows:

(1) If 51�Թ������ճԹ� determines that the issue reported relates to the Hosted Services and that the issue is critical, such call will be escalated for service in accordance with 51�Թ������ճԹ�’s process for triaging and addressing critical service requests. 51�Թ������ճԹ� shall update Client on the progress of the critical call report within three (3) business hours.

(2) If a critical call report has not made satisfactory progress in four (4) business hours, the call may be escalated by Client to the Network Services Supervisor. After another four (4) business hours, the call may be escalated to the Network Services Manager, and lastly after another four (4) business hours, the call may be escalated to the Vice President of Managed Services Client Operations.

B. Non-Critical – Client’s designated principal technical contact may identify any call as a non-critical call report. For calls deemed non-critical by 51�Թ������ճԹ�, 51�Թ������ճԹ� will notify and update Client in accordance with 51�Թ������ճԹ�’s process for triaging and assessing non-critical service requests.

(1) Technical Support Services will be available via telephone at the number designated by 51�Թ������ճԹ� between the hours of:

7:00 AM to 9:00 PM ET Monday - Friday, excluding holidays

8:00 AM to 2:30 PM ET Saturday

(2) All support-related communications shall be sent by employees of Client to whom Client has provided a username and access code to open and close support tickets.

C. Client shall provide a description of cases prior to sending to 51�Թ������ճԹ� for assistance including:

(1) Using reasonable efforts to reproduce the issue before contacting 51�Թ������ճԹ�;

(2) Screen shots; and

(3) Defined internal processes to address priority issues immediately; in particular, the ability to identify that the issue applies to:

Single user;

Single computer;

Single branch; or

Global issue.

(f) Client Responsibilities. In connection with the Hosted Services, Client agrees to the following: Other than the software provided hereunder as part of and necessary to operate the Hosted Environment, Client is responsible for obtaining all other software (including the applicable licenses thereto) necessary to run Client’s operating system, including without limitation, all Hosted Software, for procuring and maintaining current maintenance services on all Hosted Software, and maintaining a copy of and complying with all Hosted Software licenses. Client shall obtain all necessary licenses, approvals, authorizations, and any other consents necessary from Non-51�Թ������ճԹ� Software licensors to ensure that: (i) all Non-51�Թ������ճԹ� Software is properly licensed for Client to install, maintain and operate via the Hosted Environment; (ii) 51�Թ������ճԹ� is able to access and use such Non-51�Թ������ճԹ� Software for purposes of providing the Hosted Services and Hosted Software Support for such Non-51�Թ������ճԹ� Software; and (iii) 51�Թ������ճԹ� has the necessary authorization to contact any Non-51�Թ������ճԹ� Software licensor or support provider on Client’s behalf as contemplated for hand off for support to such provider once 51�Թ������ճԹ� confirmed the Hosted Environment is operating appropriately and the cause of the system issues may be such Non-51�Թ������ճԹ� Software. Other than the application support 51�Թ������ճԹ� expressly agrees to provide hereunder, Client shall also be responsible for maintaining system requirements for the Hosted Software sufficient to operate such Hosted Software through the Hosted Environment.

(g) Client shall obtain an account with an internet service provider at Client’s expense in order to access Internet-based Hosted Services at the minimum specifications as indicated by 51�Թ������ճԹ�, which Client may elect to purchase through 51�Թ������ճԹ�. A 51�Թ������ճԹ� technician will perform due diligence to configure the environment required to provide the Hosted Services, provided that Client shall promptly provide all information reasonably needed or otherwise requested by 51�Թ������ճԹ� to finalize the scope of the Hosted Environment and then as necessary to provide Hosted Services, including without limitation, all log-in credentials for Hosted Software, and all applicable warranty and maintenance information for Hosted Software.

(h) If any support issue is due to Client hardware, then Client shall resolve any such issue through repair or replacement of such hardware.

(i) Out of Scope. The following services or products are out of scope of 51�Թ������ճԹ�’s obligations for the Hosted Infrastructure Services:

(i) Domain name change;

(ii) IP scheme change;

(iii) Secondary network equipment;

(iv) Non-inclusive network equipment;

(v) Provision of or updates/upgrades to any Client hardware or software required to access any on-line services or any other communications equipment;

(vi) Backup plans a necessary to address Client-defined business needs;

(vii) Maintaining the integrity of and auditing the security of Client’s processing environments and internal controls;

(viii) Monitoring any security logs or reports; and/or

(ix) Testing any Non-51�Թ������ճԹ� Software Updates.

(j) Client recognizes that Hosted Services are not in a PCI compliant zone. Client will ensure that no card holder data is stored within or passes through the infrastructure.

(k) If Client requests 51�Թ������ճԹ� to provide on-site services that are outside of the scope of this Schedule, such services will be detailed in a statement of work or similar document executed by both parties.

2. FEES.

(a) Client shall pay 51�Թ������ճԹ� the fees and other charges for the Hosted Services specified in the applicable Fee Exhibit. The fees set forth in such Fee Exhibit do not include required telecommunication expenses. The Hosted Services monthly fee includes a minimum data tier fee as identified in such Fee Exhibit and any applicable overage fees for the month (as set forth on a per GB basis in such Fee Exhibit). Fees for additional services requested by Client, including without limitation, fees related to changes in the Hosted Environment, data seeding, data restoration, and/or data deletion may also apply, provided that any such fees shall be approved in writing in advance by Client.

3. ADDITIONAL TERMS AND CONDITIONS.

(a) Client acknowledges and agrees that 51�Թ������ճԹ� is not responsible for telecommunications availability or Internet connectivity and, therefore, 51�Թ������ճԹ� cannot and does not guarantee such availability.

(b) In no event will 51�Թ������ճԹ�, any 51�Թ������ճԹ� Affiliate or their respective suppliers be liable for any loss of Client data or other claims to the extent the same arose from unauthorized access to the Client's vault by obtaining a password or encryption key caused by a negligent or an intentional act or omission of Client or any user.

(c) Client agrees that it is solely responsible for the content of all communications it makes while using Client's account and all Client data it processes using the Hosted Services.

(d) Client shall indemnify, defend, and hold harmless 51�Թ������ճԹ� and its Affiliates, and their directors, officers, employees, and agents from and against any third party claims, actions, losses, damages and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) Client’s breach of Section (c) immediately above; and (ii) any claims arising from Non-51�Թ������ճԹ� Software on the Hosted Environment or otherwise used as part of the Hosted Services. 51�Թ������ճԹ� agrees to (A) provide Client with prompt notice of any claim or action covered by this Section; (B) grant Client the sole right to control the defense and disposition of such claim or action; and (C) provide, at Client’s sole expense, Client with reasonable cooperation and assistance in the defense and disposition of such claim or action. No settlement of any such claim or action that involves a remedy other than the payment of money by Client shall be made without 51�Թ������ճԹ�’s prior written consent, which shall not be unreasonably withheld or unduly delayed.

(e) Client shall not authorize a vendor other than 51�Թ������ճԹ� to perform support services on the Hosted Environment or the 51�Թ������ճԹ� Software. Further, Client shall not authorize a vendor other than 51�Թ������ճԹ� or a third party approved by 51�Թ������ճԹ� to perform support services on Non-51�Թ������ճԹ� Software without 51�Թ������ճԹ�’s prior written consent, which shall not be unreasonably withheld or delayed. Any such access, if permitted by 51�Թ������ճԹ�, shall be pursuant to any and all 51�Թ������ճԹ� procedures and rules for such access and at no time shall 51�Թ������ճԹ� be required to consent to any such access be granted for any software licensed by 51�Թ������ճԹ� or its Affiliates. Client shall be solely responsible for all acts or omissions or effects on the Hosted Environment and Hosted Software caused by Client or its third party service providers.

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