�ټҘ��淨

Abiliti Services – Additional Terms

1. Description of Services. �ټҘ��淨, itself and through its Affiliates and its applicable third party providers and/or suppliers (“Providers”), will provide to Client and its customers (“End Users”) the Services which are described in the applicable fee exhibit (the “Fee Exhibit”) (collectively, the “Abiliti Services”), subject to the terms, conditions, and limitations of the Agreement, the ASP Services Exhibit, and these additional terms.

2. Fees. Client agrees to pay �ټҘ��淨 the fees set forth in the Fee Exhibit for the Abiliti Services.

3. Support; Client Inquires.

(a) Technical Support. Client will provide all End User technical support. �ټҘ��淨 will provide second level Technical Support to Client’s authorized user support representatives. In no event shall �ټҘ��淨 be obligated to contact End Users to provide support. “Technical Support” means �ټҘ��淨 will take an initial technical support inquiry from Client, initiate the troubleshooting process, and use commercially reasonable efforts to determine the source of technical support issue and to remedy the issue.

(b) Exclusions. �ټҘ��淨 shall have no obligation to address or support: (i) issues caused by Client alterations or modifications to the Abiliti Services; (ii) services that are not currently supported; (iii) problems caused by Client’s negligence, abuse, or misapplication of the Abiliti Services; (iv) use of the Abiliti Services other than as specified in these terms or the applicable documentation for the Abiliti Services; or (v) problems caused by Client’s failure to perform its responsibilities, including under these terms.

(c) Client Inquiries. All Client inquiries (each, an “Inquiry”) submitted via �ټҘ��淨’s client facing portal will receive an automated confirmation upon �ټҘ��淨’s receipt of the Inquiry. �ټҘ��淨’s target for responding to an Inquiry via a call to the Client Services support (toll free 800 number) is to answer 90% of all such calls within 90 seconds, during normal business hours. If Client leaves a voicemail Inquiry, that Inquiry will be acknowledged by �ټҘ��淨 within 2 hours during normal business hours or promptly on the following business day for voicemails received after normal business hours. �ټҘ��淨’s target is to resolve 75% of Inquiries within 24 hours, and otherwise to develop a plan for resolution of the Inquiry within 24 hours, unless �ټҘ��淨 and Client agree to an alternative timeframe.

4. Service-Specific Terms.

(a) Internet Banking Services – OneSpan Tokens.

(i) OneSpan Tokens. The OneSpan tokens provided under this Attachment (the “Tokens”) are obtained by �ټҘ��淨 from OneSpan (“OneSpan”). OneSpan has warranted to �ټҘ��淨 that the storage media housing the Tokens is free from defects and workmanship for 90 days from delivery, or for a longer warranty period mandated by law in �ټҘ��淨’s domicile. Notwithstanding the foregoing, �ټҘ��淨 makes no any representations, oral or written, on behalf of OneSpan to Client in connection with the Tokens.

(ii) Designations. Client shall not remove or change in any way proprietary notices such as the nameplates or trademarks affixed on the Tokens.

(iii) Ownership. Ownership of all rights, title and interest in all intellectual property and proprietary rights related to the Tokens, including all patents, trademarks, service marks, inventions, copyrights, trade secrets and know-how relating to the design, manufacture, operation or service thereof, belong to and shall remain with OneSpan or its licensors, whether or not specifically recognized or perfected under applicable laws. Client will not take any direct or indirect action adverse to OneSpan’s proprietary rights, unless an allegation of infringement or misappropriation of such rights is made against Client. Client acquires no rights in the intellectual property or proprietary rights in the Tokens.

(iv) Rights to Third Party Software and all Derivatives, et al. Client acknowledges that OneSpan or its licensors own all rights to any derivative, copy, translation, localization, modification, adaptation, improvement or development of the Tokens, whether or not specifically recognized or perfected under applicable laws, and including those created by or on behalf of Client in violation of the terms hereof. To the extent these intellectual property rights are inalienable, OneSpan is deemed to have an exclusive, worldwide, royalty free, transferable, perpetual, irrevocable license, and right to sublicense any modification or derivative work of the Tokens that Client may develop in contravention of this subsection. Client will execute, at OneSpan’s request, the appropriate instrument to assign or license these rights to OneSpan or its licensors or to perfect these rights in OneSpan’s or its licensors’ name.

(v) Marks. Client acknowledges that the trademarks OneSpan, VASCO, DIGIPASS, VACMAN and other trademarks, trade names or logos identifying the Tokens (“OneSpan Trademarks”) are owned by OneSpan or its licensors, whether or not specifically recognized or perfected under applicable laws. Client will not alter or remove any OneSpan Trademark applied to the Tokens. Client shall not at any time challenge or assist others to challenge the OneSpan Trademarks or the registration thereof or attempt to register, register or assist another to register any patent, trademarks, service marks or trade names confusable with those of OneSpan or its licensors. Client shall not directly or indirectly use or apply the OneSpan Trademarks in any illegal or unlawful manner, or for any purpose that is contrary or prejudicial to the interests of OneSpan.

(vi) Warranties. Client warrants that: (A) Client will not use the Tokens for or in connection with any purpose or activity that is illegal or unlawful in the United States of America and its protectorates (“Territory”); (ii) Client is not incorporated or based in, operating from, or ordinarily resident in a territory subject to comprehensive US sanctions (e.g., Cuba, Crimea region of Ukraine, Iran, North Korea, Sudan, and Syria), and (iii) Client is not designated on the US Office of Foreign Assets Control List of Specially Designated Nationals and Blocked Persons (including terrorists and WMD proliferators). Client shall notify �ټҘ��淨 in writing promptly upon becoming aware of the occurrence of any event that might render the foregoing warranties incorrect.

(vii) Inspection. During the term of the Abiliti Services and for one year thereafter, upon �ټҘ��淨’s request not more than once per calendar year, Client shall make available to �ټҘ��淨 records reasonably sufficient to verify Client’s compliance with the Agreement, including the ASP Services Exhibit and these terms.

(viii) Repeat Orders. Additional Tokens may be ordered by Client via an electronic portal or other similar process made available by �ټҘ��淨. These terms shall apply to all such purchases of additional or new Tokens.

(b) Mobiliti Services.

(i) Definitions. Terms appearing in initial capital letters shall have the following meanings:

(A) “Mobiliti Marks” means the trademarks, service marks, logos and other distinctive brand features relating to the Mobiliti Services that �ټҘ��淨 makes available to Client.

(B) “Mobiliti Service(s)” are a single platform, mobile banking offering comprised of one or more of the following distinct access modes as designated in the Fee Exhibit:

(1) “Short Message Service” or “SMS” (text messaging) means a 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.

(2) “Smartphone Application” or “Smartphone App” means an application resident on mobile phones (as identified on �ټҘ��淨’s current certified device list) with a carrier-assigned mobile phone number that supports connectivity and transactions with a single financial institution.

(3) “Tablet Application” or “Tablet App” means an application designed specifically to be resident on certain tablet-like mobile devices (as identified on �ټҘ��淨’s current certified device list) that supports connectivity and transactions with a single financial institution.

(C) “SMS Services” means a hosted network service that supports the use of Short Codes for two-way delivery of SMS messages via mobile devices supported by the Mobiliti Services. For purposes of the SMS Services:

(1) “Content” means information, text, data, color or black and white images.

(2) “Service Provider” means one or more third party SMS aggregation service providers for the provision of all or some of the SMS Services.

(3) “Short Code” means a combination of fewer than ten digits to which SMS Users can direct text messages from their wireless equipment and which a carrier translates into a valid SMPP address for delivery to the Service Provider or its affiliates in order for SMS Users to order and/or receive mobile Content.

(4) “SMS Users” means retail banking Users who are authorized and enrolled for the SMS Services.

(D) “Terms of Service” means a written agreement Client will enter into with its Users regarding the Mobiliti Services.

(E) “User(s)” means the End Users who have been approved for enrollment in the Mobiliti Services pursuant to procedures agreed to between �ټҘ��淨 and Client.

(ii) SMS Services. With respect to Client’s receipt of SMS Services from �ټҘ��淨, the following terms apply:

(A) �ټҘ��淨 shall provide Client with certain SMS Services for Client’s offering of the SMS Services to United States resident SMS Users. To the extent a SMS User has a plan with a carrier that provides for access and use of the SMS Services with their wireless devices while such SMS User is outside of the United States, such access and use of the SMS Services is permitted. �ټҘ��淨 may utilize one or more Service Providers for the provision of all or some of the SMS Services. �ټҘ��淨 shall provide Client with no less than 90 days’ notice if �ټҘ��淨 changes Service Providers in a manner that necessitates material changes to Client’s implementation. �ټҘ��淨 may terminate the SMS Services upon notice to Client if �ټҘ��淨’s agreement(s) with its Service Provider(s) for SMS Services terminate. Prior to such termination, �ټҘ��淨 will use commercially reasonable efforts to replace such Service Provider(s).

(B) The additional terms and conditions set forth on Appendix 1 shall also apply to the SMS Services.

(iii) Client Responsibilities.

(A) In connection with its receipt of the SMS Services, Client shall not permit the SMS Services to be used to transmit or disseminate any messages that violate these terms or for any illegal, fraudulent, or unauthorized purpose.

(B) Client will enter into a written agreement with its Users requiring Users to follow the Terms of Service. As part of �ټҘ��淨’s standard Mobiliti Services documentation it generally provides to its financial institution clients, �ټҘ��淨 may make available to Client sample general terms and conditions that Client may consider in establishing the Terms of Service. Client will not substantially modify such terms and conditions without the prior, written approval of �ټҘ��淨, such approval not to be unreasonably withheld. Furthermore, if �ټҘ��淨 provides sample terms and conditions and Client elects to modify such terms and conditions, then �ټҘ��淨 will not be (i) obligated to host or support such modified terms and conditions, unless the parties agree otherwise in writing, or (ii) responsible for any User complaints or legal claims that result from such modifications.

(C) Client will complete and perform any and all procedures it determines, in its sole discretion, are necessary to validate the identity of its Users.

(D) Mobile carriers may from time to time suspend access to the Short Code at the carrier’s discretion for reasons which may or may not be caused by Client. Neither �ټҘ��淨 nor its Service Providers shall be liable in the event of any suspension as a result of a Short Code issue and/or suspension.

(E) From time to time, Client may be required to provide �ټҘ��淨 with a reasonable and acceptable number of production test accounts that have all available account types and functions represented in each one for resolution of support related issues.

(F) Upon any termination or expiration of the Mobiliti Services, Client shall continue to be responsible for any applicable data communications or messaging fees until all circuits are disconnected and the telecommunications company or Service Provider ceases invoicing �ټҘ��淨.

(G) Client will use commercially reasonable efforts to make corresponding changes to its systems to use the then-current release of the Mobiliti Services (including the Smartphone Apps and Tablet Apps), including maintaining compatibility between any third party software, system or product, with the �ټҘ��淨 System.

(iv) Additional Terms.

(A) Client-Branded Smartphone App and Tablet App. The Smartphone App(s) and Tablet App(s) shall be implemented and supported pursuant to �ټҘ��淨’s standard procedures, which procedures also require Client to enter into developer licenses directly with the applicable supported third party online stores.

(B) Bill Capture. The Mobiliti Services may include access to functionality that, in conjunction with the CheckFree Bill Pay Services, allows Users to take pictures of paper bills and send such pictures through for data extraction (“Bill Capture”). In no event will �ټҘ��淨 be liable for any results from Users’ use of extracted data from Bill Capture, including without limitation any late fees for payments sent to an improper payee or improper account.

(v) Business Features and Functions of the Mobiliti Services. The Mobiliti Services will provide mobile business banking functionality, which may include a mechanism to provide banking transactions such as balance inquiries and transaction history and a mechanism to provide payment approvals as implemented within the �ټҘ��淨 system to which the Mobiliti Business Services are integrated. A business User’s access to business banking features within the Mobiliti Services may also be limited as a result of entitlements established by Client or by Client’s corporate clients relative to the users of such corporate client through its online banking service.

(vi) Aggregation. Client agrees �ټҘ��淨 may aggregate Client’s non-personal User data and information relative to the use of the mobile banking products and services by Client's Users and their mobile devices with similar data from other �ټҘ��淨 customers for the purposes of enhancing �ټҘ��淨 products and adoption techniques.

(vii) Mobiliti Branding. Subject to the terms and conditions of the Agreement, if Client elects to use “Mobiliti” as its customer-facing brand for the Mobiliti Services and/or Mobiliti Business Services: (i) �ټҘ��淨 grants to Client during the term a non-exclusive, nontransferable right to display the Mobiliti Marks, solely in connection with Client's use of the Mobiliti Services and/or Mobiliti Business Services, as applicable; and (ii) Client will display the Mobiliti Marks on all pages of Client's website and mobile banking applications that contain links or references to the Mobiliti Services and/or Mobiliti Business Services, as applicable, and all marketing materials for the Mobiliti Services and/or Mobiliti Business Services in accordance with this subsection (ii). Client will comply with the Mobiliti Marks guidelines provided to Client (as updated from time to time). All ownership in or to the Mobiliti Marks and all goodwill associated with Mobiliti Marks will remain with and inure to the benefit of �ټҘ��淨. Client will not use any of the Mobiliti Marks in any manner likely to confuse, mislead, or deceive the public. If in its reasonable judgment �ټҘ��淨 determines that Client's use of the Mobiliti Marks dilutes or diminishes the Mobiliti Marks or the goodwill, quality, or services associated with any of the Mobiliti Marks, then �ټҘ��淨 will give notice to Client of such issues, and if the issues are not resolved within 15 business days after Client's receipt of such notice, then �ټҘ��淨 will have the right to terminate Mobiliti Marks license in this Section upon notice to Client. Client will have no right to sublicense, transfer or assign the license rights in this Section without the prior, express, written approval of �ټҘ��淨.

(viii) Client Responsibilities.

(A) Client will complete and perform any and all procedures it determines, in its sole discretion, are necessary to validate the identity of its Users.

(B) Clientmay have certain notice requirements to its Users in connection with its receipt of the Mobiliti Business Services. Client is responsible for ensuring itsUsers are provided with any applicable privacy disclosures and terms and conditions prior to suchUser’s enrollment and use of the Mobiliti Business Services.

(C) From time to time, Client may be required to provide �ټҘ��淨 with a reasonable and acceptable number of production test accounts that have all available account types and functions represented in each one for resolution of support and maintenance related issues.

(D) Upon any termination or expiration of the Mobiliti Services, Client shall continue to be responsible for any applicable data communications or messaging fees until all circuits are disconnected and the telecommunications company ceases invoicing �ټҘ��淨.

(E) Client will use commercially reasonable efforts to make corresponding changes to its systems to use the then-current release of the Mobiliti Services (including the Smartphone Apps), including maintaining compatibility between any third party software, system or product, with the �ټҘ��淨 systems.

5. Training. �ټҘ��淨 will provide Client standard training during the initial implementation of the Abiliti Services. Client’s trainers will be responsible for training Client’s associates and/or End Users. Training will include Mobiliti Services registration and self-service applications, as well as training on the Mobiliti Services customer care tool. If Client requests additional training, such additional training will be made available to Client at �ټҘ��淨’s then-current professional services rates.

6. Additional Terms. The following additional terms apply to the Abiliti Services:

(a) Access. Access to the Abiliti Services is across public and private lines outside of �ټҘ��淨’s control, and the Abiliti Services may be subject to delays or unavailability due to congestion, overload or downtime on public circuits supplied by third parties. Client shall have sole responsibility and liability related to Client’s and End Users’ access to the Internet and any browsers, computers, devices or other such technologies used to access the Internet and the Abiliti Services, and �ټҘ��淨 assumes no liability or control over such Internet access or technologies, including without limitation Client’s on‑site systems and remote employee or affiliate access. Client is solely responsible for implementing and maintaining any necessary security policies, monitoring protocols and other such procedures to ensure that Client’s internal networks, devices, workstations, applications and other Client systems are properly protected from vulnerabilities or risks associated with Client’s network or other Client systems connected to the Internet or any other third party system or network. Furthermore, Client acknowledges and agrees that the Abiliti Services may not be compatible with all browsers, computers or other such technology and �ټҘ��淨 has no obligation or responsibility to make the Abiliti Services compatible with all such technology, provided, however, �ټҘ��淨 will provide Client with a then-current list of compatible technology upon request.

(b) Client Internet Site(s). Client shall be solely responsible for: (i) registering and maintaining its internet site(s) used in connection with the Abiliti Services, including without limitation registering and maintaining all internet addresses relating thereto; and (ii) providing reasonable security for such Internet site(s) and users of such internet site(s). Client shall have sole editorial control over its internet sites, and Client shall be responsible for providing access through its internet sites to the Abiliti Services.

(c) Regulatory Compliance. Client and End Users shall at all times comply with all applicablelaws, rules and regulations in connection with their use and receipt of the Abiliti Services. Neither Client nor any End User shall use the Abiliti Services for any activities in violation of any laws or regulations, including without limitation, wrongful transmission of copyrighted material, sending of threatening or obscene materials, or misappropriation or exportation of trade or national secrets.

(d) Scheduled Maintenance. �ټҘ��淨 will host and manage the hardware and software required to support the Abiliti Services, subject to downtime for maintenance reasonably limited to those hours of operation least impacted by customer usage, when such options are available.

(e) Financial Risk. Client is, and shall remain, solely and exclusively responsible for any and all financial risks associated with its and/or End Users’ use of the Abiliti Services.

(f) Client Responsibilities. Client assumes exclusive responsibility for the: (i) consequences of any instructions it may give to �ټҘ��淨; (ii) Client’s or its customers’ failures to access the Abiliti Services properly in a manner prescribed by �ټҘ��淨; and (iii) Client’s failure to supply accurate input information, including, without limitation, any information contained in an application.

(g) Trademark and Content License. Client hereby grants to �ټҘ��淨 a non-exclusive, non-assignable right to use Client’s trademarks, trade names, service marks, service names (collectively, “Trademarks”), and Content (as defined below) in connection with �ټҘ��淨’s provision of the Abiliti Services. Client represents and warrants that: (i) any work, content, or information (“Content”) provided to �ټҘ��淨 is either original or that Client has the legal right to provide such Content; and (ii) Content does not impair or violate any intellectual property or other rights of �ټҘ��淨 or any third party. Client will indemnify and hold harmless �ټҘ��淨, its Affiliates, and their respective officers, directors, employees, and suppliers against any claims or actions arising out of �ټҘ��淨’s use of Trademarks and/or Content and/or any improper or illegal use of the Abiliti Services and/or information gathered by Client through the Abiliti Services. Client acknowledges that �ټҘ��淨 does not monitor, review, or approve any Content.

(h) Effect of Termination. Upon any termination or expiration of the Abiliti Services, Client shall continue to be responsible for all data communications and related fees until: (i) all circuits are disconnected and the telecommunications company ceases invoicing �ټҘ��淨, and (ii) �ټҘ��淨 receives back all equipment, if any, supplied to Client by �ټҘ��淨.

(i) Changes, Enhancements, Modifications. Client acknowledges that due to the nature of the Abiliti Services, which are cloud-hosted, �ټҘ��淨 will enhance, modify, and make changes to the Abiliti Services as it deems appropriate for the benefit of the client base. Client agrees to cooperate with �ټҘ��淨 to implement new releases, enhancements, modifications and changes to the Abiliti Services on a timely basis. Notwithstanding anything to the contrary in the Agreement, �ټҘ��淨 will use reasonable efforts to notify Client prior to implementing any material change in the Abiliti Services that affects Client’s normal operating procedures, reporting, or internal service costs.

Appendix 1 - SMS Services Additional Terms and Conditions

1. Acceptable Use Policy. Client shall not use, and shall not permit Client’s SMS Users, employees, agents, representatives and third party contractors (collectively, “Client Users”) to use the SMS Services to transmit or disseminate any messages that violate the terms of the Agreement or for any illegal, fraudulent, unauthorized purpose. The foregoing notwithstanding, Client is solely responsible for any and all activities that occur on its SMS Services account, including the actions of Client Users when using the SMS Services. Client agrees to immediately notify �ټҘ��淨 of any unauthorized use of the SMS Services or any other breach of security known to Client and shall cooperate with �ټҘ��淨, Service Provider and/or the relevant telecommunications carriers in investigations and other actions taken for suspected or known violations of this Agreement, including any incidents of spam by Client or any User.

2. Indemnification.

(a) �ټҘ��淨’s obligations to defend, indemnify and hold parties harmless in connection with intellectual property rights, as they apply to the SMS Services, exclude any open source components or Client specifications used in performance of or in connection with the SMS Services.

(b) Client will indemnify, defend and hold �ټҘ��淨, its suppliers, licensors, and any wireless service providers related to the provision of the SMS Services (“�ټҘ��淨 Indemnitees”) harmless from and against all third party claims, liabilities, damages, losses, costs and expenses, including attorneys’ fees, expert witness fees and costs, incurred by any �ټҘ��淨 Indemnitee as a result of any illegal acts, fraud, misrepresentation or willful misconduct regarding the use of the SMS Services by any Client User, or any violation of or noncompliance with this Appendix by Client or any Client User.

3. Limitation of Liability. FISERV’S AGGREGATE LIABILITY TO CLIENT AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS OR OBLIGATIONS RELATING TO THE SMS SERVICES SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO FISERV FOR THE SMS SERVICES IN THE 12 MONTH PERIOD PRECEDING THE DATE THE FIRST CLAIM ACCRUED.

4. Disclaimer of Warranties. NEITHER FISERV, ITS SUPPLIERS, NOR ANY CARRIER WILL BE LIABLE TO CLIENT OR ANY USER FOR ANY MESSAGES DELETED OR NOT DELIVERED, REGARDLESS OF THE REASON FOR DELETION OR NONDELIVERY INCLUDING, WITHOUT LIMITATION, MESSAGE PROCESSING OR TRANSMISSION ERRORS. NEITHER FISERV, ITS SUPPLIERS, NOR ANY CARRIER MAKES ANY REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE SMS SERVICES, OR THAT THE SMS SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM UNAUTHORIZED ACCESS OR NOT INFRINGE THIRD PARTY RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SMS SERVICES ARE PROVIDED ON AN “AS IS,” “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND, AND FISERV EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SMS SERVICES, INCLUDING WARRANTIES OF SECURITY, QUALITY, RELIABILITY, MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.

5. Price Changes. Client acknowledges and agrees that �ټҘ��淨 reserves the right to change prices for the SMS Services provided hereunder to the extent that price changes are imposed by carriers, Short Code providers/licensors, mobile industry associations and regulatory/governmental authorities (collectively, “Service Impacting 3rd Parties”) or by Service Provider. Such price changes will be announced to Client at least 30 days prior to the effective date of a price change or with as much advance notice as practicable under the circumstances. If such a change represents an increase in any of the prices previously in effect for any of the SMS Services covered by this Appendix, then Client may notify �ټҘ��淨 in writing within 30 days after the effective date of such price change of its desire to terminate the SMS Services as of the date set forth in such notice (which date shall be within 30 days of the effective time of the price change, “Price Change Termination Period”). For the avoidance of doubt, the new prices shall apply during the Price Change Termination Period.

6. Client Data. Client acknowledges that, in connection with Client’s and Client Users’ use of the SMS Services, �ټҘ��淨 may receive domain names, Client User names, addresses, passwords, telephone and device numbers, the content of messages, data files and other data provided by Client Users (collectively “Client User Information”). �ټҘ��淨 agrees that it shall not use or disclose such Client User Information except as necessary or required, as determined by �ټҘ��淨, in any of the following instances: (a) as required by law, regulation or third parties (e.g., wireless service providers) involved in providing the SMS Services; (b) to provide and/or invoice Client for the SMS Services; and/or (c) to protect �ټҘ��淨 and Service Provider, its facilities, network, service, customers or third parties.

7. Client Equipment and Software; Third Party Charges. Client shall be solely responsible for the installation, operation, maintenance and compatibility of any equipment and software not provided by �ټҘ��淨 (“Client Equipment”), and �ټҘ��淨 shall have no responsibility or liability with respect to any third party products not provided by �ټҘ��淨. If the SMS Services are impaired by Client Equipment or software not provided by �ټҘ��淨, there shall be no reduction in the fees payable to �ټҘ��淨 hereunder and the application of any service level agreement that may be offered by �ټҘ��淨 from time to time (if any) shall be suspended. �ټҘ��淨 is not responsible for any charges, including interconnection, access, termination, pager, wireless, or landline phone charges, the Client, any Client User, or any recipient of a message incurs as a result of the use of the SMS Services. Client shall advise Client Users that senders and recipients of messages using the SMS Services may incur third-party charges (e.g., wireless service provider) for which they will be responsible.

8. Third Party Factors and Span of Control. Client acknowledges that �ټҘ��淨’s provision of the SMS Services is dependent on the facilities, networks, connectivity, or any acts and/or omissions of third party wireless service providers, governmental entities and other third parties (collectively, the “Third Party Factors”). Client acknowledges that the performance of the SMS Services may be affected by such Third Party Factors and that Third Party Factors are outside �ټҘ��淨’s control. FISERV WILL HAVE NO LIABILITY FOR ANY REDUCTION, INTERRUPTION, TERMINATION OR SUSPENSION OF THE SMS SERVICES TO THE EXTENT CAUSED BY THIRD PARTY FACTORS OR ANY OTHER FACTOR OUTSIDE OF FISERV’S CONTROL.

9. Termination.

(a) Termination. �ټҘ��淨 may modify, suspend, limit, restrict, and place conditions on the SMS Services, and/or terminate SMS Services, without advance notice under any of the following conditions: (i) if necessary to comply with applicable laws, regulations, or requirements of Service Impacting 3rd Parties related to the SMS Services; (ii) if a law or regulatory action prohibits or significantly impairs or makes impractical the provision of the SMS Services; (iii) if there is use of the SMS Services which �ټҘ��淨 determines, upon the advice of legal counsel, may create a material liability to �ټҘ��淨 or may be fraudulent, illegal, improper or in violation of this Appendix; and/or (iv) if Client ceases to do business as an ongoing business concern or becomes subject to proceedings of bankruptcy, receivership, insolvency, liquidation or assignment for the benefit of creditors. If �ټҘ��淨 modifies, suspends, limits, restricts or places conditions on the SMS Services pursuant to subsection (i), (ii) or (iii) above, and Client determines, in its sole discretion, that such modification, suspension, limitation, restriction or conditions are not acceptable to Client, Client may terminate the Mobiliti Services upon delivery of a written notice of termination to �ټҘ��淨.

(b) Effects of Termination. Upon the expiration or termination of SMS Services for any reason: (i) Client shall cease using the SMS Services; (ii) Client is solely responsible for procuring any new or replacement services for the SMS Services; and (iii) Client shall remain obligated for any fees and costs accrued prior to the termination date and any other amounts owed by Client as provided in this Appendix and the Mobiliti Services terms.

10. Survival. Any payment obligations which accrued prior to the termination or expiration of the Agreement or SMS Services, and Sections 2, 3, 6, 9, and 11 shall survive the expiration or termination of the Agreement or this Appendix.

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