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Architect™ Banking Software – Additional Terms

1. Software.

(a) Software. “Software,” as used in herein, means the Architect™ Advance Software as described in the Architect Advance Software Documentation. “User(s)” means the end customer(s) of Client that have logged into the Software. “Account Processing Platform” means Client’s primary financial system of record and transaction processing. The term “Computer System,” as used herein, means the computer equipment and specified operating environment described in the Documentation.

(b) Architect Mobile Banking. The Software includes a single platform, mobile banking offering comprised of one or more of the distinct access modes (“Access Modes”) listed below. Additional Access Modes beyond those set forth below, if any, shall be subject to an amendment mutually agreed by the parties. Specific functionality may vary by mobile device.

(i) “Short Message Service” or “SMS” (text messaging) means a mobile banking messaging service using a text message format which allows Users of mobile phones with a carrier-assigned mobile phone number, to send and receive simple text messages to each other, usually limited to 160 characters.

A. 51�Թ������ճԹ�’s provision of the SMS is limited to United States resident SMS Users. To the extent an SMS User has a plan with a carrier that provides for access and use of SMS with their wireless devices while such SMS User is outside of the United States, such access and use of SMS is permitted hereunder.

B. 51�Թ������ճԹ� may provide the SMS or may utilize one or more third party SMS aggregation service providers (each a “Service Provider”) for the provision of all or some of the SMS. 51�Թ������ճԹ� shall provide Client with no less than 90 days’ notice in the event that 51�Թ������ճԹ� changes Service Providers in a manner that necessitates material changes to Client’s implementation. 51�Թ������ճԹ� may terminate the SMS upon notice to Client if 51�Թ������ճԹ�’s agreements with its Service Provider(s) for SMS services terminate. Prior to such termination, 51�Թ������ճԹ� will use commercially reasonable efforts to replace such Service Provider(s).

(ii) “Mobile Browser” means an application that allows Users to access Internet content on behalf of Client via mobile phones and tablet devices with a carrier-assigned mobile phone number.

(iii) “Mobile Application” or “Mobile App” means an application resident on mobile phones with a carrier-assigned mobile phone number. Users are able to download the Mobile App from the supported third party Mobile App stores. The Mobile App(s) shall be implemented and supported pursuant to 51�Թ������ճԹ�’s standard procedures which require Client to enter into developer licenses directly with the applicable supported third party Mobile App stores.

(c) Supported Browsers and Devices. 51�Թ������ճԹ� will support the use of those browsers and devices documented on 51�Թ������ճԹ�’s then-current supported browser list (each, a “Supported Browser”) and then-current supported device list (and relevant operating systems for the device) (“Supported Devices”), and such lists shall be made available upon Client’s request. If a new version or release of a Supported Browser or Supported Device is Backward Compatible, 51�Թ������ճԹ� will remedy issues arising from accessing the Software through the new version or release of such Supported Browser or Supported Device. If the new version or release of a Supported Browser is not Backward Compatible, the browser will cease to be a Supported Browser. If the new version or release of an operating system on the Supported Device is not Backward Compatible, the mobile phone will cease to be a Supported Device. Reestablishing such browser or device as a Supported Browser or Supported Device is subject to the mutual, written agreement of the parties. “Backward Compatible” means the applicable Web browser or mobile phone operating system continues to provideall the functionality andapplication programming interfaces (APIs) provided by the previous release(s) or version(s) of such browser or mobile phone operating system, enabling applications that workedwith the previous release or version to continue working, without modification, with the new release or version.

(d) Architect SDK. 51�Թ������ճԹ� will provide Client with Architect Software Development Kit Services subject to the following terms and conditions:

(i) Description. 51�Թ������ճԹ�’s Architect Software Development Kit (the “SDK” or “Architect SDK Software”) is a development package that provides Client an application programming interface (“API”) and software development tools that will enable Client to build custom modules for the Architect Banking Software. The SDK is intended for Client’s use in connection with the Software only, further subject to the license terms, conditions and restrictions set forth herein.

(ii) License.

A. Overview. Subject to these additional terms and the Agreement and contingent upon Client’s on-going fulfillment of its payment obligations, 51�Թ������ճԹ� hereby grants to Client a limited term nonexclusive development license to use the Architect SDK Services during the term of the Architect Software solely to develop custom modules for integration into such Software. Only employees of Client and Client subcontractors approved in writing by 51�Թ������ճԹ� may use the Architect SDK Services, and Client must monitor and control access to the Architect SDK Services. The development license granted hereunder to Client may not be assigned, sublicensed, or otherwise transferred, whether by operation of law or otherwise to another party.

B. Usage Restrictions. The development license granted herein is restricted to development activities only. Client is not granted a license to resell, transfer, reproduce, or otherwise market the SDK, API or the Architect SDK Services to third-parties. Client will not attempt to engineer, disassemble or decompile the Architect SDK Services or otherwise attempt to discover any source code or trade secret via the SDK or API.

C. Ownership. Client understands and agrees that the Architect SDK Services are the sole and exclusive property of 51�Թ������ճԹ� and are considered to be 51�Թ������ճԹ�’s trade secret, proprietary, confidential information. Except for any Client Information independently developed by Client, 51�Թ������ճԹ� shall retain all right, title, and interest in the Architect SDK, the Architect API, and any and all software or other derivative works developed by Client’s use of the Architect SDK Services (“Client Developed Works”), and such Client Developed Works shall be deemed to be 51�Թ������ճԹ� Confidential Information and subject to the confidentiality obligations set forth in the Agreement; provided that Client shall have the same rights and licenses to utilize such Client Developed Works as Client has to the Software. Client is not obligated to provide the Client Developed Works to 51�Թ������ճԹ�. The Architect SDK, the Architect API, and any and all Client Developed Works shall be used by Client solely in connection with the Architect Banking Services provided to Client.

(iii) Restrictions. Client agrees that it will not itself, or through any parent, subsidiary, affiliate, agent or third party: (i) use the Architect SDK Services for any purpose other than to further enhance Client’s utilization of the Architect Services for its own internal business objectives or (ii) sell, lease, rent, display, license, sublicense, transfer, provide, disclose or otherwise make available to, or permit the use of, or access to the Architect SDK Services, in whole or in part, to any third party except as expressly permitted in writing by 51�Թ������ճԹ�.

(iv) Production Management of Client Developed Works. If Client submits Client Developed Works to 51�Թ������ճԹ� for code review and testing prior to deployment to the production environment, 51�Թ������ճԹ�’s then-current rates will apply for all labor associated with such review and testing.

(v) Post Production Support of Custom Configuration and Modules. When a general issue is reported to the 51�Թ������ճԹ� support team and the issue is determined to be caused by Client Developed Works, the 51�Թ������ճԹ� support staff will alert Client of the issue and may require Client to disable the applicable Client Developed Work, depending on impact and severity. A subsequent professional services engagement may be required to release new code or modules into production.

2. Optional Services.

(a) Intuit Connectivity Services. If elected by Client, 51�Թ������ճԹ� will provide Client with the OFX-based online service(s) or Web Connect based online services (collectively, the “Intuit Services”) provided by Intuit Inc. (“Intuit”) (or it’s successor) and resold by 51�Թ������ճԹ� that permit the user to import certain financial information from participating third party financial institutions. Issues with any Intuit Services that are solely attributable to the Intuit Services will not be included in any service levels made available for Software. The Intuit Services are subject to the following terms and conditions:

(i) Definitions.

A. “Data” shall mean, but not be limited to, customer transactions and balances related to demand deposit accounts (“DDAs”), money market, savings, lines of credit, and credit card accounts, brokerage, mutual funds, annuities, and trust and retirement funds, and certain tax reporting information, as applicable that will be made accessible by Client for importation into the Intuit Products.

B. “Direct Connect” shall mean a method of connectivity of Financial Services with Intuit Products via a two-way server connection.

C. “Financial Services” shall mean the capability of Client’s customers to import their Data into Intuit Products, send bill payment instructions through Intuit Products to Client, or transfer funds between accounts.

D. “Intuit Products” shall mean any web or desktop products or services, distributed under any name, e.g., Intuit, Quicken, QuickBooks, and any future versions or new products whether or not renamed or with the same name located at www.fi.intuit.com as updated from time to time, and incorporated herein by reference.

E. “OFX” shall mean a Direct Connect or Web Connect system implemented by Client to offer Financial Services to its customers that use that certain Open Financial Exchange specification (currently found at ), as such may be amended from time to time, that provides a unified technical specification for the electronic exchange of financial data between financial institutions, business and consumers through the Internet.

F. “Web Connect” shall mean a method of connectivity of Financial Services with Intuit Products via a one-way file download from the Client’s transactional web site using OFX.

(ii) Intuit Products and Services. 51�Թ������ճԹ� and/or Intuit reserves the right to add to, change, discontinue or, change the price of the Intuit products and services it offers from time to time, where such addition, change, discontinuation, or price change is generally applicable to its customers, upon 60 days’ prior notice to Client or 51�Թ������ճԹ�.

(iii) Client Obligations.

A. Identification of Fees. Any fees charged by Client to its customers related to the Intuit Products shall be identified in such a way as to make it clear to the customer that the fee originates from Client and not Intuit or 51�Թ������ճԹ�.

B. Test Accounts. Client agrees to enable test accounts to enable 51�Թ������ճԹ� and Intuit to test the functionality of Client’s connectivity and integration with Intuit Products if that 51�Թ������ճԹ� or Intuit determines that such test is required. Requirements for test accounts and data population are outlined in the Client Acceptance Testing document, as posted and updated from time to time at , and incorporated herein by reference.

C. Customer Service. Client agrees to provide first level customer support to its customers, which shall include responding to inquiries concerning: enrolling for Intuit Services, connecting to the Internet, and downloading data. Client agrees to train its customer support representatives using Intuit materials available on .

D. Branding. Client agrees to complete forms provided by Intuit or 51�Թ������ճԹ� for branding purposes and comply with Intuit’s branding guidelines as posted on , as updated by Intuit from time to time. Client hereby permits Intuit to use Client’s name in Intuit Products in connection with the use of such products.

(iv) 51�Թ������ճԹ� Obligations.

A. Implementation. 51�Թ������ճԹ� will submit Client branding information to Intuit as directed on (or other web site designated by Intuit), which information may include Intuit directory server information (required URLs and other Client-specific information) and online enrollment form.

B. Implementation and Support. 51�Թ������ճԹ� will implement and operate, in a commercially reasonable manner, the online connection to the Financial Services features of the applicable Intuit Products. For (i) OFX server: to provide connections to banking account data (DDA, money market, savings, credit line and credit card) via a certified OFX server; or (ii) transactional web site: to map transaction data to the OFX format and to provide connections to banking account data (DDA, money market, savings, credit line and credit card) via a transactional web site.

C. Links. If Client uses Web Connect, 51�Թ������ճԹ� agrees to establish and maintain a hypertext and/or graphical link, including a textual or framing link (from, for example, the Client site to the Intuit site or from the Intuit site to the Client site) to enable Web Connect, and to provide information regarding the specifications of their respective sites and other technical assistance necessary to establish and maintain such links. Maintenance of links includes, but is not limited to, periodic testing of the links to ensure that they are functioning properly and notifying the other party of any changes in any URLs or other information needed for continuous linking.

D. Customer Service. If 51�Թ������ճԹ� is not able to resolve a Client operational and technical issue, 51�Թ������ճԹ� will contact Intuit on behalf of Client for resolution. If that a separate bill payment processor relationship exists, then that processor shall provide support for Client payment inquiries and payment disputes.

E. Training. Intuit provides web-based training and the latest marketing materials at (or other Web site designated by Intuit). Intuit also provides referrals to independent training vendors who offer advanced training for a fee. 51�Թ������ճԹ� will work with Intuit to provide password access to this site for use by Client.

(v) Mutual Obligations.

A. Customer Service and Technical Support. Client shall have sole responsibility for the opening, maintenance, administration and closing of customer accounts with Client. Client shall provide, on a commercially reasonable basis, effective and prompt customer service and technical support to its customers relating to the initial setup of account downloading capability into Intuit Products; current availability of Data for importation into the Intuit Products, discrepancies or disputes involving customer accounts or transactions, matching or reconciling customer account data; login credentials and password re-sets; payment instructions and any payment inquiries. Intuit shall have sole responsibility to answer customer questions or engage in discussions with customers relating to the Intuit Products. Intuit shall provide prompt customer service and technical support to Client's customers relating to their usage of the Intuit Products on the terms and conditions generally available to its other Intuit Products customers.

B. Customer Communications. Each party will use reasonable efforts to transfer any customer to the party responsible for handling a customer question or complaint. Intuit may post and update information from time to time at regarding available training, at reasonable cost, to assist Client in regards to Financial Services through Intuit Products.

(vi) Site License to Intuit Products. 51�Թ������ճԹ� hereby grants to Client a limited, nonexclusive, nontransferable, revocable license to reproduce and use, during the term of the Architect Software, the applicable Intuit Products, as identified and updated at www.fi.intuit.com from time to time, and as incorporated herein by reference, in CD format or via download only, for internal purposes, only at Client’s applicable locations, subject to the terms and conditions set forth herein. Client shall limit the use of the Intuit Products for informational and non-commercial purposes, e.g., general informational purposes and training of employees on use of the Intuit Products.

(b) Virtual Banking Assistant Services. If elected by Client, 51�Թ������ճԹ� will provide Client a conversational retail banking artificial intelligence assistant solution (the “Virtual Banking Assistant Services”). 51�Թ������ճԹ� may provide the Virtual Banking Assistant Services or may utilize one or more third party service providers (each a “Third Party Service Provider”) for the provision of all or some of Virtual Banking Assistant Services. The Virtual Banking Assistant Services shall be subject to the following additional terms:

(i) Notwithstanding anything in the Agreement to the contrary, the initial term of the Virtual Banking Assistant Services shall end one (1) year following the commencement of the Architect Software license. Unless written notice of non-renewal is provided by either party at least 30 days prior to the expiration of the initial term or any renewal term, the Virtual Banking Assistant Services shall automatically renew for additional term(s) of one (1) year.

(ii) Client acknowledges that Virtual Banking Assistant Services may contain automated reporting routines that will automatically identify and analyze certain aspects of use and performance of Virtual Banking Assistant Services and/or the systems on which they are installed, as well as the operator and operating environment (including problems and issues that arise in connection therewith), and provide e-mail and other reports to 51�Թ������ճԹ� and/or its Third Party Service Provider; this includes, without limitation, information on usage that 51�Թ������ճԹ� and/or its Third Party Service Provider uses for billing purposes. 51�Թ������ճԹ� and/or its Third Party Service Provider will be entitled to inspect the installation and configuration of the Virtual Banking Assistant Services and systems from time to time on reasonable notice. Client will not (and will not attempt to) directly or indirectly block, disable, or otherwise interfere with or circumvent the normal operation of such routines. Provided it does not identify Client, 51�Թ������ճԹ� and/or its Third Party Service Provider will be free to use for development, diagnostic and corrective purposes any data and information it so collects relating to diagnosis, problems, systems, performance, use or functionality, and may allow others to do so.

(iii) IN NO EVENT SHALL FIRSERV OR ITS THIRD PARTY SERVICE PROVIDER BE LIABLE FOR ANY CLAIMS ARISING OUT OF THE VIRTUAL BANKING ASSISTANT SERVICES FOR ANY DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO FISERV FOR THE VIRTUAL BANKING ASSISTANT SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

(iv) Client agrees that 51�Թ������ճԹ� and/or its Third Party Service Provider may use Client’s name and logo to identify Client as a customer of the Virtual Banking Assistant Services on 51�Թ������ճԹ� and/or its Third Party Service Provider’s website and marketing materials.

(c) Consumer Call Center. If elected by Client, 51�Թ������ճԹ� will provide designated call center support in accordance with 51�Թ������ճԹ�’s standard consumer call center procedures.

(d) Spanish Language Support. If elected by Client, 51�Թ������ճԹ� will include a Spanish language version of the standard Software site features and text. During implementation, if Client changes standard text Client is responsible for providing the translated text and 51�Թ������ճԹ� will incorporate it into the Software. If text is changed after production launch, additional fees will apply for incorporating translated text into the Software. The following features/modules are not translated (i) text that comes from the core or from third party web services; (ii) challenge questions from SecureNow; (iii) alerts; or (iv) custom modules.

3. Maintenance Services. Maintenance Services for the Software set forth herein shall be provided pursuant to the terms of the Agreement. 51�Թ������ճԹ� shall have no obligation to address or support: issues caused by Client modifications to the Software; services that are not currently supported; Software problems caused by Client’s negligence, abuse, or misapplication; use of the Software other than as specified hereunder or the Software Documentation; or Software problems resulting from a breach of Client’s responsibilities, including as set forth below. Maintenance Services only apply to the then current and immediately preceding release of the Software.

4. Training. 51�Թ������ճԹ� will provide Client with standard remote training during the initial implementation of the Software. For the Software, 51�Թ������ճԹ� will provide up to 2 consecutive days of onsite Architect SDK training during the implementation of the Software, as mutually agreed by 51�Թ������ճԹ� and Client. If Client requests additional or on-site training, such additional training will be made available to Client at 51�Թ������ճԹ�’s then current professional services rates.

5. Certification Environment. The “Certification Environment” is the Client hosted environment where the application is accessed by 51�Թ������ճԹ� and Client for testing changes prior to making them available to the production environment. The Certification Environment will be utilized by Client and 51�Թ������ճԹ� professional service engineers for certification testing of code and configuration changes prior to moving the changes to the production environment. Set-up and configuration of the Certification Environment will occur during the initial project installation of the Software. The Certification Environment will remain active as long as connection(s) to Client's test host is available. Single sign on connections to third party test sites may not be supported and will depend on the vendor's ability to support test connections and/or connections from the Certification Environment to the third party's live certification (or similar) site simultaneously with Client's certification/pre-production connection. 51�Թ������ճԹ� will have no obligation to support the Certification Environment.

6. Client Responsibilities.

(a) Client is responsible for providing and enabling 51�Թ������ճԹ� access to Client's production environment and Certification Environment, including a destination IP address range compatible with 51�Թ������ճԹ�'s network requirements. If multiple connections are necessary, additional charges may be incurred by Client per connection.

(b) Client is responsible for testing changes in the Certification Environment prior to publishing to the production environment. 51�Թ������ճԹ� is not responsible for issues as a result of Client's failure to test changes in the Certification Environment prior to promoting changes into the production environment. Any requests for 51�Թ������ճԹ� assistance with changes will be billed by 51�Թ������ճԹ� at its then-current rates.

(c) Client will use commercially reasonable efforts to make corresponding changes to its systems to use the then-current release of the Software, but in any case will not be on any release of the Software after such release is discontinued by 51�Թ������ճԹ�. 51�Թ������ճԹ� will not discontinue each release of the Software for at least 18 months after making such release generally available to its clients of the Software. 51�Թ������ճԹ� will inform Client at least 12 months prior to discontinuing a release of the Software, unless required to discontinue earlier for security or legal reasons. If Client is in violation of the first sentence of this Section, then (i) Client will pay an additional 20% mark-up on all Maintenance Services until Client uses the Software in a manner that complies with such sentence; (ii) Client will promptly schedule and deploy an upgrade to a release of the Software that complies with such sentence; and (iii) 51�Թ������ճԹ� will have no obligation to support the Software and any service levels shall be suspended until the time when Client is in compliance.

(d) Client is responsible for providing 51�Թ������ճԹ� with log-in credentials for 3 test accounts with access to the production environment and Certification Environment for support and testing. The foregoing test accounts must not expire or incur service charges, have a nominal amount of account history; and Client shall fund and maintain in each such test account at least $50.

(e) Client is responsible for maintaining a test region on its Account Processing Platform system for connectivity to the Certification Environment, and for any related fees or costs.

(f) If Client fails to fulfill its responsibilities hereunder, 51�Թ������ճԹ� will use commercially reasonable efforts to address issues caused by such failure at its then current rates and will not be obligated to address or circumvent such issues in any designated time frames.

(g) Client will provide, and be responsible for the configuration of, the Internet connectivity and equipment required for the Software to function properly. Client will be responsible for host connectivity, other telecommunications, or ancillary charges, whether for services or equipment (e.g., frame relay, ISDN), security-related equipment or services (e.g., Digital certificates), Client-side required equipment or services (e.g., firewall, VPN, router), and any equipment or services required for third party connections. 51�Թ������ճԹ� will not be responsible for any telecommunication costs in connection with the Software.

7. Additional Terms.

(a) Systems Configuration. 51�Թ������ճԹ� shall only be obligated to configure the Software to Client’s Account Processing Platform and Supported Third Party Integrations (as defined below) as documented by 51�Թ������ճԹ� and in the Agreement. Any additional or subsequent services or the integration of the Software to other core processors, applications or systems, is subject to the mutual written agreement of the parties, including any additional implementation, services and or support fees. Client shall pay 51�Թ������ճԹ� at 51�Թ������ճԹ�’s standard professional services hourly rate, and shall pay 51�Թ������ճԹ� for its reasonable out-of-pocket expenses incurred in performing such additional integration services on an as-incurred monthly basis.

(b) Third Party Integration Service Providers. Client authorizes 51�Թ������ճԹ� to transmit Client’s relevant data to each of the third party integration service providers listed in the Agreement (“Third Party Integration Service Provider”), and if such service provider is not 51�Թ������ճԹ�, 51�Թ������ճԹ� hereby disclaims all responsibility for the Third Party Integration Service Provider’s actions or inactions in connection with processing Client’s relevant data.

(c) Customization Services. Any Client requested additional supported customization and configuration services shall be outlined and mutually agreed in a statement of work or work order.

(d) Themes. The Software will be implemented with the Architect theme generally available at the start of the implementation (“Theme Interface”). If Client requests access to any future Theme Interface then the implementation of such Theme Interface shall be subject to a mutually agreed statement of work between the parties at additional charge. Some new Software features and functionality may only be available through (i) upgrading to the then-current Theme Interface, or (ii) modifications/styling of the existing Theme Interface, which may require additional fees.

(e) Additional Features. 51�Թ������ճԹ� may make available other features and services that are not included in the base Software. Client’s access to such additional features or services shall be subject to mutual written agreement between the parties.

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