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Account Processing Services - Additional Terms (Premier ASP)

1. Services.

(a) Description of Services. ���������� agrees to provide to Client the services described in the Fee Exhibit (the “Account Processing Services”).

(b) Professional Services. ���������� will provide mutually agreed upon implementation, training, consulting or other such professional services (“Professional Services”) related to the Account Processing Services in accordance with the following terms:

(i) Projects. Any Professional Services will be scoped and quoted upon request, subject to ����������’s resource availability. Any such agreed upon Professional Services will be documented in an appropriate SOW (as defined below) (each a “Project”).

(ii) Project Plans; SOWs. For each Project, ���������� will develop a project plan with Client to perform and complete Projects. Each such plan shall contain tasks, some of which are to be performed by ���������� and some by Client. Modifications and changes to this plan shall be only by mutually written agreement of the parties. Upon ����������’s request, Client also agrees to execute an appropriate statement of work or similar such document mutually agreed upon by the parties for a given Project (“SOW”). Any such SOW will be governed by these additional terms and the Agreement and will be incorporated herein by reference accordingly. Any modifications to any SOW will be handled by ����������’s then-current formal change control process.

(iii) Short-Term Projects. Notwithstanding subsections (i) and (ii) above, if a Project will require 8 hours or less in Professional Services (as determined by ����������), such Project will be scoped and priced by ���������� and, upon Client’s written confirmation of such scope and price (which may be via email), ���������� will proceed with such Project and invoice Client for the fees for such Project in accordance with the Agreement.

(iv) Client Responsibilities. Client agrees to provide all necessary cooperation, information, access and assistance to facilitate the applicable Project, including without limitation promptly deploying or completing any tools, input forms, scripts or other such materials ���������� provides to Client as are necessary for ���������� to properly perform and provide the Professional Services. If Client is unable to provide access to required facilities or personnel or is unable to timely meet its tasks, ���������� will endeavor to reschedule its tasks to minimize the non-productive time arising and/or reassign its personnel to other suitable work. In this event, Client will not be charged for the time personnel were reassigned to other clients. Otherwise, all such non-productive time is chargeable to Client.

(c) Client Obligations and Responsibilities. Client will comply with the following obligations in connection with its use of the Account Processing Services:

(i) If applicable, in order to permit ���������� to reconstruct Client Files, Client agrees to retain at all times and make available to ���������� upon request the most recent data transmissions (e.g., complete data files or printout(s) received from ����������, together with copies or other accurate and retrievable records of all transactions to be reflected on the next consecutive printout(s)).

(ii) Client will periodically monitor its closed accounts and take all reasonable steps in order to ensure that closed accounts are deleted from Client Systems as appropriate.

2. Operations and Support.

(a) Hours of Operation. Subject to the Service Availability SLA set forth in the Service Level Exhibit, the Account Processing Services will be available to Client during the following hours in the time zone in which Client is located:

Business Banking Days 7:00 a.m. – 7:00 p.m.

Banking Saturdays 7:00 a.m. – 4:00 p.m.

For purposes of this subsection, “Business Banking Days” are those Mondays through Fridays on which national or state banks are required to be open for business in Client’s location of business. “Banking Saturdays” are those Saturdays on which national or state banks are traditionally open for business in Client’s location of business.

(b) Technical Support. Client will be responsible for all end user technical support; provided, however, that ���������� 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.

(c) Client Inquiries. All Client inquiries (each, an “Inquiry”) submitted via a ����������-provided client-facing portal will receive an automated confirmation upon ����������’s receipt of the Inquiry. ����������’s target goal 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 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 target goal is to resolve 75% of Inquiries within 24 hours or otherwise to develop a plan for resolution of the Inquiry within 24 hours, unless another mutually agreeable time is accepted by ���������� and Client.

3. Third Party Interfaces. If Client retains a third party to provide Client with services or products (“Third Party Provider”) and desires for such Third Party Provider to have access to the ���������� System for purposes of delivering such Third Party Provider’s products and/or services (“Third Party Services”) to Client, Client may request ���������� to make available to Client and/or such Third Party Provider access to certain interfaces or extract files as may be identified in the Fee Exhibit and/or access to additional interfaces or extract files as agreed to by the parties in writing in the future (collectively, “Third Party Interfaces”). Upon such request by Client, ���������� agrees to work with Client to determine whether ����������, Client, and the Third Party Provider can develop and support such Third Party Interfaces. Access to any Third Party Interface and any development or support thereof by ���������� or by the Third Party Provider is subject to and conditioned upon: (i) ���������� and the Third Party Provider entering into and maintaining in full force and effect a nondisclosure or similar agreement reasonably acceptable to ����������, which may, among other things, include fees to be paid by the Third Party Provider to ����������; and (ii) certain terms and conditions (including applicable fees) as between Client and ���������� which are either included in the Agreement or will be later added via amendment. Any development of a Third Party Interface by ���������� is subject to ����������’s resource availability. Client agrees that ���������� may provide any Client Information to any Third Party Provider which uses or accesses a Third Party Interface for or on behalf of Client. Notwithstanding anything in the Agreement to the contrary, Third Party Interfaces and all access thereto are provided “as is,” and ���������� shall not be liable for any damages, whether direct, indirect, incidental, or consequential, arising from the use of or access to any Third Party Interface(s) by Client or by any Third Party Provider.

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