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��ENTERPRISE PAYMENTS PLATFORM SOFTWARE – ADDITIONAL TERMS

If purchased by Client, 51�Թ������ճԹ� will provide Client with the Enterprise Payments Platform Software (“EPP Software”), subject to the terms of the Agreement, the Documentation and any additional limitations set forth below.

1. DEFINITIONS.

The following capitalized terms have the following definitions:

(a) “ACH” means the Automated Clearing House.

(b) “Customer” means Client’s customer.

(c) “Documentation” means the EPP Software product guides (e.g., the user guide, the installation and configuration guide, etc.), release notes (where applicable), specifications documentation and all documentation describing the various clearing networks (e.g., SWIFT, Fedwire, ACH, RTP, etc.), as updated from time to time.

(d) “EPP ACH Software” means 51�Թ������ճԹ�’s ‘Enterprise Payments ACH Software’ for processing Transactions via ACH.

(e) “EPP Fedwire Software” means 51�Թ������ճԹ�’s ‘Enterprise Payments Fedwire Software’ for processing Transactions via the Fedwire^TM Funds Service operated by the FRB.

(f) “EPP RTP Software” means 51�Թ������ճԹ�’s ‘Enterprise Payments Real Time Payments Software’ for processing Transactions via TCH RTP.

(g) “EPP SWIFT Software” means 51�Թ������ճԹ�’s ‘Enterprise Payments Correspondent Payments Software’ for processing Transactions via SWIFT.

(h) “Fedwire” means The Fedwire^TM Funds Service operated by the FRB.

(i) “FRB” means the Federal Reserve Bank.

(j) “NACHA” means the National Automated Clearing House Association.

(k) “On-Us Transaction” means a Transaction that moves funds into, or out of, Client’s internal accounts and are not routed through an external clearing network.

(l) “Project Manager” means a person duly designated by each party to act as its representative in relation to a Professional Services Project (as defined below).

(m) “Program Manager” means a 51�Թ������ճԹ� resource who supports an entire project and identifies key subject matter experts and assists with making the 51�Թ������ճԹ� resources available in a timely manner.

(n) “RTP” means Real Time Payments.

(o) “SWIFT” means S.W.I.F.T. SCRL Limited Liability Cooperative Company and its related financial messaging and data services.

(p) “TCH” means The Clearing House.

(q) “Transaction” means a payment request or the end-to-end processing of a payment from initiation to final accounting, including any messages received or sent and/or API interaction in the course of its processing (e.g., an incoming or outgoing funds transfer processed through Fedwire or an On-Us Transaction). For EPP Fedwire, EPP SWIFT and EPP RTP, the two sides of an On-Us Transaction payment are together counted as a single Transaction, and all other incoming or outgoing funds transfers or payment requests are regarded as separate Transactions.

2. EPP Software License. Subject to the terms below and in the Agreement and Documentation, 51�Թ������ճԹ� grants to Client a license to use the following EPP Software for as long as the term set forth in the Agreement or applicable fee exhibit, if purchased by Client:

· EPP ACH Software

· EPP Fedwire Software

· EPP SWIFT Software

· EPP TCH-RTP Software

A description of the EPP Software and the functional and technical capabilities of the EPP Software are set forth in the Documentation.

(a) Client’s license to the EPP Software is limited to one (1) production copy and one (1) disaster recovery (hot backup) copy at the Location. “Location” means only the Client premises identified in the Agreement or applicable fee exhibit.

(b) Client may use a reasonable number of copies of the EPP Software for test (non-production) environments.

(c) Use of the Software. Client shall use the EPP Software only for the purpose of processing Client’s Transactions and the Transactions of Client’s wholly owned subsidiaries/Affiliates.

(d) Location. Client shall use the EPP Software only at the Location(s).

(e) Delivery of the Software. The EPP Software will be delivered to Client by any electronic means selected by 51�Թ������ճԹ�.

(f) Operating Requirements. The EPP Software shall be used only on the following technology platform:

Environment Item	Hardware / Software
Browser	Internet Explorer 11 Other browsers
Web Application Server Layer	IBM WebSphere 9.0.0 (using JDK 1.8) Weblogic
Database Layer	Oracle Database: · Standard · Enterprise 12.1

Note: 51�Թ������ճԹ� may update the technology platform from time to time.

(g) Standard Product Interfaces. The standard interfaces, as described in the Documentation, will be provided during the initial integration to facilitate communication between Client’s designated solutions and the EPP Software. Client shall not integrate any solutions or systems that are not specifically set forth in the Documentation or otherwise send information to or from the EPP Software to other technology solutions unless the parties mutually agree otherwise in writing. Unless otherwise stated in the Documentation, Client is responsible for developing the connections from the relevant Client solution and the standard interfaces to the associated Client system and Client shall only connect through the 51�Թ������ճԹ� prescribed Policy Enforcement Point (“Policy EP”).

(h) Permitted Interfaces. Client shall only interact with the relevant permitted interfaces in the manner described in the Documentation and 51�Թ������ճԹ� will make available the specifications to facilitate such communication between the EPP Software and Client’s system. Client shall not integrate any other solutions or systems or otherwise send information to or from the EPP Software to other technology solutions unless the parties mutually agree otherwise in writing. Unless otherwise stated in the Documentation, Client is responsible for developing the connections from the relevant Client solution and the permitted interfaces to the associated Client system and Client shall only connect through the 51�Թ������ճԹ� prescribed Policy EP. Should Client require 51�Թ������ճԹ�’s assistance in facilitating this communication, the parties will execute an amendment to the Agreement.

(i) EPP Fedwire Software and EPP SWIFT Software Additional Terms. If purchased by Client, the EPP Fedwire Software and EPP SWIFT Software shall be subject to the following additional terms.

(i) Additional Terms for Fedwire:

· Client is fully responsible for its relationship and obligations to the FRB, including without limitation to: (a) establish and manage its FRB master account with respect to both its intraday and overnight positions; (b) manage any overdraft incurred with the FRB; (c) manage any out of balance conditions or discrepancies; (d) execute any required agreements or other documents with the FRB, including without limitation a security procedures agreement; and (e) establish, maintain and execute all required FRB security procedures as further described in the FRB rules.

· Client is fully responsible for business operations and the movement of its own and its Customer’s funds, including without limitation to: (a) correctly submit, verify, and release all wire instructions and correctly operate the EPP Software (in accordance with the Documentation and training); (b) access and review payment transaction activity and monitoring the status of each wire; (c) maintain and load daily all information through the applicable interface; and (d) store any reports generated.

(ii) Additional Terms for SWIFT:

· Client is fully responsible for its relationship and obligations to SWIFT, including without limitation to: (a) establish and manage its SWIFT business identification code (“BIC”); (b) settle its position with correspondent banks; (c) execute any required agreements or other documents with SWIFT, including without limitation a security procedures agreement; (d) pay SWIFT directly for all fees assessed by SWIFT to the Client, and (e) establish, maintain and execute all required SWIFT security procedures.

(j) EPP ACH Software Additional Terms. If purchased by Client, the EPP ACH Software shall be subject to the following additional terms.

(i) Origination of ACH Items. Originated ACH entries may be from internal or external sources as determined by Client. However, Client acknowledges that, pursuant to NACHA rules, the Originating Institution, as defined in the NACHA rules, (whether Client or another institution) is solely responsible for any ACH item originated in its name. Other than as instructed by Client, 51�Թ������ճԹ� agrees that it will not be the Originating Institution. Client will ensure, and remains solely responsible for ensuring, that Client is set up to access the appropriate reports necessary to validate ACH items originated in its name and for 51�Թ������ճԹ� to provide the EPP ACH Software accordingly. 51�Թ������ճԹ� is not responsible for verifying the accuracy of ACH input, such as company name, dollar amounts, entry counts, effective dates, and transmission time and date.

(k) Third Party Software and Third Party Equipment. Client acknowledges and agrees that it has and will continue to license (or purchase, at Client’s option) all third party software and third party equipment required for operation of the EPP Software selected by Client as recommended by 51�Թ������ճԹ�. 51�Թ������ճԹ� will not be responsible for any delays or diminished operability of the EPP Software for any issues arising from such third party software or Client’s computer system or its operation on or in connection with any Client systems or from any alterations in Client’s server environment that do not comply with the server recommendations.

3. MAINTENANCE SERVICES.

(a) Maintenance Services Performance. Maintenance services provided for the EPP Software selected by Client will be performed in accordance with the Client Production Support (“CPS”) document.

(b) Updates. As specifically described in the Agreement, 51�Թ������ճԹ� reserves the rights to make changes in updates and enhancements to the EPP Software, which will not materially degrade the specified functionality in the prior version of such EPP Software.

(c) Regulatory Frameworks. The regulatory frameworks included as part of maintenance services for the applicable clearing network(s) are described in the corresponding Documentation, as may be updated from time to time.

(d) Upgrades. 51�Թ������ճԹ� shall provide upgrades to the EPP Software selected by Client to comply with the evolution of the corresponding clearing network obligation(s) 51�Թ������ճԹ�, as provider, is required to maintain. Such obligations are set forth in 51�Թ������ճԹ�’s clearing network module documentation (“CSM Documentation”), as updated from time to time.

4. PROFESSIONAL SERVICES.

(a) Professional Services. In exchange for Client’s payment of the applicable fees set forth in the Agreement, 51�Թ������ճԹ� will provide Client with implementation, training, consulting or other professional services (collectively, “Professional Services”) for the EPP Software. 51�Թ������ճԹ� will support Client with Professional Services for various projects (each a “Project”).

(b) Initial Professional Services. Professional Services provided in connection with Client’s initial implementation Project (“Initial Professional Services”) are described in 51�Թ������ճԹ�’s Client Implementation Project documentation (the “CIP Document”), which will be provided to Client.

(c) Additional Professional Services. Other optional Professional Services may be requested by Client and will be provided upon the parties’ mutual written agreement, subject to 51�Թ������ճԹ� availability and billed at 51�Թ������ճԹ�’s then-current rates. Such optional Professional Services may include without limitation: (i) assistance with integration to Client systems, (ii) migration support, (iii) customization requests and/or (iv) additional remote or on-site training-related Professional Services.

(d) Project and Program Management. For the provision of a Professional Services Project, including the Initial Professional Services, both parties will maintain a Project Manager as the single point of contact for the party. 51�Թ������ճԹ� and Client will agree on a governance structure for the project. As needed, and particularly during any Initial Professional Services to implement the EPP Software, 51�Թ������ճԹ� will also provide a Program Manager.

(e) In addition to the terms in the CIP Document, Professional Services shall be subject to the following terms:

(i) Projects may be requested through an amendment to the Agreement, statement of work, change request or other such document mutually agreed and executed between the parties (“Project Documentation”).

(ii) Following the execution of such a Project Documentation, 51�Թ������ճԹ� may at its option provide a plan for the implementation of the applicable Professional Services (“Project Plan”). All efforts contained in a Project Plan will be based on complete and final requirements discovered by 51�Թ������ճԹ� during joint scoping efforts with Client. The parties will work together to, in good faith, complete the Professional Services according to the Project Plan, including meeting the dates and timing set forth in the Project Plan. The Project Plan is a good faith estimate of what the effort will take. If the quoted tasks are at risk of exceeding the estimate, they will be elevated to the Project Manager for discussion and to develop alternatives to contain the scope to an agreed upon level. Any dates for performance in the Project Plan will be dependent upon the timely performance by each party of their assigned tasks.

(iii) 51�Թ������ճԹ� will perform the Professional Services in the designated environments based on the agreed upon Project Documentation or Project Plan. Client personnel required to participate in the Project shall be familiar with Client’s systems and operations.

(iv) It is assumed that each phase of this Project will continue uninterrupted from start to finish. If there are any Project interruptions, modifications or changes to a Project, the Project Change Control Procedures (set forth below) will be invoked and 51�Թ������ճԹ� may charge for any resulting additional work or time taken by its personnel (at then-current rates). The Professional Services will be deemed completed upon the completion date set forth in the Project Documentation or Project Plan.

(v) All customizations and development created by 51�Թ������ճԹ� or its subcontractors during a Project will remain the property of 51�Թ������ճԹ� and are deemed to be 51�Թ������ճԹ� Information.

(f) 51�Թ������ճԹ� Responsibilities.

(i) 51�Թ������ճԹ� will designate a 51�Թ������ճԹ� Project Manager or alternate point of contact who will:

· Provide administration and technical direction for the Project;

· Be the focal point for coordinating activities between 51�Թ������ճԹ� and Client;

· Coordinate, as needed, any implementation dates with the Client Project Manager to accommodate any implementation time or date restrictions present at 51�Թ������ճԹ� or Client; and

· Resolve any differences in the project tasks parameters and provide verbal status updates to Client’s management team.

(ii) As needed, and particularly during any Initial Professional Services to implement the EPP Software, 51�Թ������ճԹ� will provide a Program Manager.

(g) Client Responsibilities:

(i) Client will identify and schedule key Client project team members to participate in the creation and execution of the Project Plan for the Professional Services.

(ii) Client will designate a Project Manager or alternate point of contact who will:

· Provide administration and technical direction for Client’s efforts on a Project;

· Serve as the interface between the 51�Թ������ճԹ� and Client’s resources;

· Select, obtain and/or schedule Client personnel, resources, information, data, and functional end users;

· Obtain Client decisions from Client decision makers;

· Coordinate any implementation dates with the 51�Թ������ճԹ� Project Manager to accommodate any implementation time or date restrictions present at 51�Թ������ճԹ� or Client;

· Perform Project Change Control activities;

· Provide 51�Թ������ճԹ� access to Client’s payment services system; and

· Initiate, sign and keep in effect agreement(s) with all relevant third parties (including license agreements).

(iii) Client will implement required changes to current operations and procedures per the Project Plan.

(iv) Client will provide and initiate user test plan (“UT”), a pilot plan (“PP”) and user acceptance testing (“UAT”) as needed.

(h) Project Change Control Procedure. Any modifications, changes, enhancements, conversions, upgrades, or additions to the agreed upon in a Project Plan, Project Documentation or other Professional Services beyond those stated in such document shall be documented in accordance with the below process:

(i) Any request for changes must be submitted by the relevant party using a Project Change Request (“PCR”). A PCR will be the vehicle for communicating change. The PCR must describe the change, the rationale for the change, and the effect the change will have on the Project.

(ii) The designated Project Manager of the requesting party will review the proposed change and determine whether to submit the request to the other party.

(iii) Each party’s Project Manager will review the proposed change and approve it for further investigation or reject it. 51�Թ������ճԹ� will specify any charges for such investigation.

(iv) If the investigation is authorized, the Project Managers will sign the PCR which will constitute approval for the investigation charges. The investigation will determine the effect that the implementation of the PCR will have on price, schedule and other terms and conditions of the Project; and

(v) A written authorization must be signed by both parties to authorize implementation of the change.

5. CLIENT OBLIGATIONS. In addition to Client’s other obligations under the Agreement, Client agrees to each of the following:

(a) Client Operations. Client is fully responsible for business operations and the movement of its own and its customer’s funds, including without limitation to: (a) correctly submit, verify, and release all payment instructions and correctly operate the EPP Software (in accordance with the Documentation and training); (b) access and review payment Transaction activity and monitoring the status of each payment; and (c) maintain and load daily all information through the applicable interface;

(b) Customer Communication. Client is fully responsible for all communication to and management of its Customers, including without limitation: (a) all communications with Customers; and (b) all customer security, procedures and set-up. Client acknowledges that it may have certain notice requirements to its Customers in connection with its use of the EPP Software and that Client shall provide its Customers with any applicable privacy disclosures and/or obtain any necessary consents;

(c) Third Party Resources. Client is fully responsible for ensuring availability and continuity of its own and applicable third-party resources, availability of Client’s own and third-party test systems, and timely ordering of all equipment and communication lines, other required bank infrastructure and third-party test windows necessary to ensure effective running of the project according to the agreed project plan; and

(d) Financial Transaction Risk. Client is, and shall remain, solely and exclusively responsible for any and all financial transaction risks associated with its accounts and Customers, including without limitation insufficient funds, fraudulent transactions and transitions resulting from improper input data and any other Deliverables provided.

(e) No PII. Client shall not transmit or deliver any PII (personally identifiable information) to 51�Թ������ճԹ� in connection with its use of the EPP Software.

6. Open Source Software. The restrictions set forth herein shall not apply to an Open Source Component to the extent such restrictions conflict with the terms of the applicable Open Source License. 51�Թ������ճԹ� maintains a list of open source licenses for all code currently embedded in or interfacing with the EPP Software that is licensed under Open Source Licenses. Upon written request from Client, 51�Թ������ճԹ� will provide the then current list of such Open Source Licenses.

(i) “Open Source Component” means software which 51�Թ������ճԹ� includes in Deliverables (as defined in the Agreement) or delivers to Client alongside Deliverables that is subject to an Open Source License.

(ii) “Open Source License” means a license identified as an open source license by the Open Source Initiative () or any substantially similar license.

(iii) Open Source Components used separately from Deliverables (“Stand Alone Usage”) are provided on an “as is” basis. FISERV DISCLAIMS, AND CLIENT EXPRESSLY WAIVES, ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE STAND ALONE USAGE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OR TRADE. IN NO EVENT SHALL FISERV BE LIABLE FOR DIRECT DAMAGES OR INDIRECT DAMAGES HOWEVER ARISING WITH RESPECT TO THE STAND ALONE USAGE OF OPEN SOURCE COMPONENTS.

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