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Account Processing Services (Cleartouch) Additional Terms

1. SERVICES.

(a) Description of Services. ���������� shall provide data processing Services using ����������’s Cleartouch platform (the “Account Processing Services”), and Client shall pay the fees for the Account Processing Services set forth in the Fee Exhibit.

The implementation Services language set forth below shall apply as follows:

For new Master Agreements for existing Clients, only Section 1(b) shall apply.

For new Master Agreements for new Clients, only Section 1(c) shall apply.

For renewal Amendments for existing Clients, only Section 1(d) shall apply.

(b) Implementation Services. The parties will meet at a mutually agreeable time to review required implementation tasks, set dates for such tasks, and establish a mutually agreeable implementation and conversion plan in accordance with ����������’s then-current guidelines for installation and implementation of the Account Processing Services. After such project planning meeting, ���������� will prepare a project plan specific for Client’s implementation of the Account Processing Services (the “Plan”). Upon receipt of the Plan, Client agrees to assign the necessary personnel resources to the tasks identified in such Plan. Client agrees to install, configure and make fully operational any computer hardware and software by the scheduled date(s) specified in the Plan. Client agrees to complete multiple and thorough reviews of the data that ���������� converts based on information that is provided by Client (itself or through its current account processing vendor). With respect to any additional account history or data that Client desires and ���������� agrees to convert from programs not provided by ����������, ���������� will charge Client for such services at ����������’s then-current fees. Client will provide ���������� with all information necessary for ���������� to convert Client’s data as set forth in the Plan including, without limitation, the following: (i) current copies of all data files containing information to be converted on established industry media; (ii) electronically formatted file descriptions defining the contents of the data files; and (iii) copies of all printed reports pertaining to the information contained within the data files. Client is responsible for the accuracy and completeness of all Client Files provided to ���������� during the conversion. ���������� is not responsible for any damages incurred as a result of any data provided by Client or Client’s third party vendors.

(c) Implementation Services. The parties will meet at a mutually agreeable time to review required implementation tasks, set dates for such tasks, and establish a mutually agreeable implementation plan in accordance with ����������’s then current guidelines for installation and implementation of the Services. After such project planning meeting, ���������� will prepare a project plan specific for Client’s implementation of the Services (the “Plan”). Upon receipt of the Plan, Client agrees to assign the necessary personnel resources to the tasks identified in such Plan. Client agrees to install, configure and make fully operational any computer hardware and software by the scheduled date(s) specified in the Plan.

(d) Implementation Services. For any new Services added to this Schedule, ���������� shall, to the extent possible, convert machine readable Client Files to make them compatible with the Account Processing Services. Client is responsible for the accuracy and completeness of all Client Files provided to ���������� during the conversion. ���������� is not responsible for any damages incurred as a result of any data provided by Client or Client’s third party vendors.

(e) Training Materials. ���������� will make its training materials related to the Account Processing Services available to Client electronically. Client may use ����������’s training materials (including screen shots set forth therein) to create internal procedure documents for the Account Processing Services. Client shall be solely responsible for the accuracy of such internal documents and the procedures documented therein, and ���������� shall not be liable in any manner for Client’s use of ����������’s training materials, as herein permitted, or for Client’s failure to timely or accurately update or maintain its internal procedures as applicable to the Account Processing Services. ����������’s training materials and such created internal procedure documents shall be used by Client solely for internal training of Client’s employees, subject to all restrictions and terms of the Agreement, and shall not be otherwise used, reproduced, or distributed without the prior written consent of ����������.

(f) Interfaces. ���������� agrees to provide Client access to the existing interfaces or extract files identified in the Fee Exhibit for sharing of information from or to the ���������� System (“Interfaces”). For Interfaces developed and maintained by ����������, ���������� shall only be responsible for maintaining such Interfaces to meet the specifications provided to ���������� in writing. Any changes to or new Interfaces will be subject to additional charge. For Interfaces to be developed and maintained by Client or its third party vendor, ����������’s sole obligation will be to provide interface specifications and if such specifications are to be provided to a third party, they will not be shared until such third party agrees to ����������’s written agreement to protect the confidentiality of such specifications. Access to and use of any Interface is subject to ���������� entering into or having a reasonable agreement with such third party and such agreement remaining in full force and effect. ���������� shall not be liable for any delay or failure to receive access to or use of such Interfaces maintained by Client or its third party vendors, or any ���������� provided Interface for which the third party system is not accessible for reasons outside of ����������’s control or due to third party interface specifications changes made without reasonable prior notice to ���������� for development and testing of any updates for use of such specifications.

(g) Technical Support and Client Inquiries.

(i) Technical Support. Client will be responsible for all end user technical support, provided however, ���������� will accept an initial technical support inquiry from Client’s designated user support representatives and initiate the troubleshooting process. ���������� shall use commercially reasonable efforts to determine the source of technical support issues and then attempt to remedy the issue. In no event is ���������� obligated to contact Client’s customers to provide support for the Account Processing Services.

(ii) Client Inquiries. All Client inquiries submitted via a ����������-provided client-facing portal will receive an automated confirmation upon ����������’s receipt of such inquiry. ����������’s goal for responding to any inquiry via a call to the Client Services support (toll free 800 number) is to answer such calls within 90 seconds, during normal business hours. In the event that Client leaves a voicemail inquiry, that inquiry will be acknowledged by ���������� within 2 hours during normal business hours or promptly on the following business day for voicemails received after normal business hours. ����������’s goal is to resolve voicemail inquiries within 24 hours, and otherwise to develop a plan for resolution of the inquiry within 24 hours, unless another mutually agreeable time is accepted by ���������� and Client.

2. ADDITIONAL TERMS.

(a) Client-Side Applications. In connection with Client’s use of the Account Processing Services, Client will be required to install and maintain certain programs on Client’s servers or at Client’s branch locations for Client’s systems to coordinate with and pass data to and from the ���������� System (the “Client Side Applications”). Client Side Applications are ���������� Information owned by ���������� or its third party licensors. ���������� hereby grants Client a limited, personal, non-exclusive, non-transferable right and license to use Client Side Applications during the term of this Schedule solely for Client’s own internal use of and access to the Account Processing Services. Client shall update all Client Side Applications within 45 days of ���������� providing any updates thereto. ���������� shall not be responsible for any errors in Client’s data or processing in the ���������� System caused by Client’s failure to implement or maintain the most current version of the Client Side Applications. Client shall not decompile, disassemble, interpret, reverse engineer, translate, or otherwise determine or attempt to determine any source code, algorithms, or underlying ideas of the Client Side Applications.

(b) Client Responsibilities.

(i) If Client provides scanned items or other materials to ���������� for processing in connection with the Account Processing Services, Client will retain such scanned items/materials for a period of at least 30 days and rescan any such items to ���������� upon request if ���������� requires any such items to reconcile a transaction.

(ii) Client (itself or through a third party) is prohibited from performing any type of penetration testing or other organized attack on the ���������� System used to perform the Account Processing Services.