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Architect™ Banking Services – Additional Terms

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1. Services.

(a) Architect Services. ���������� will provide to Client the Architect™ Services as described in these Additional Terms and in the Architect Services documentation (the “Architect Services”). “User(s)” means the end customer(s) of Client enrolled in the Architect Services. “Account Processing Platform” means Client’s primary financial system of record and transaction processing.

(b) Architect Mobile Banking. The Architect Mobile Banking Services are 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, usually limited to 160 characters.

A. ����������’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.

B. ���������� 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. ���������� shall provide Client with no less than 90 days’ notice if ���������� changes Service Providers in a manner that necessitates material changes to Client’s implementation. ���������� may terminate the SMS upon notice to Client if ����������’s agreements with its Service Provider(s) for SMS terminate. Prior to such termination, ���������� 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 ����������’s standard procedures, which require Client to enter into developer licenses directly with the applicable supported third party Mobile App stores.

(c) Additional Services.

(i) Intuit Connectivity Services. If elected by Client, ���������� 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 its successor) and resold by ���������� 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 Architect Banking Services. The Intuit Services are subject to the following terms and conditions:

A. Definitions.

(1) “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.

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

(3) “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.

(4) “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 (or its successor) as updated from time to time, and incorporated herein by reference.

(5) “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.

(6) “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.

B. Intuit Products and Services. ���������� 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 ����������.

C. Client Obligations.

(1) 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 ����������.

(2) Test Accounts. Client agrees to enable test accounts to enable ���������� and Intuit to test the functionality of Client’s connectivity and integration with Intuit Products if ���������� 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.

(3) 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 .

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

D. ���������� Obligations.

(1) Implementation. ���������� 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.

(2) Implementation and Support. ���������� 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.

(3) Links. If Client uses Web Connect, ���������� 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.

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

(5) 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. ���������� will work with Intuit to provide password access to this site for use by Client.

E. Mutual Obligations.

(1) 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.

(2) 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.

F. Site License to Intuit Products. ���������� hereby grants to Client a limited, nonexclusive, nontransferable, revocable license to reproduce and use, during the term of the Intuit Services, 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.

G. Virtual Banking Assistant Services. If elected by Client, ���������� will provide Client a conversational retail banking artificial intelligence assistant solution (the “Virtual Banking Assistant Services”). ���������� 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:

(1) Notwithstanding anything in the Agreement to the contrary, the initial term of the Virtual Banking Assistant Services shall end one (1) year following the date the Virtual Banking Assistant Services are first used in live production. 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.

(2) 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 ���������� and/or its Third Party Service Provider; this includes, without limitation, information on usage that ���������� and/or its Third Party Service Provider uses for billing purposes. ���������� 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, ���������� 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.

(3) IN NO EVENT SHALL FISERV 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.

(4) Client agrees that ���������� 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 ���������� and/or its Third Party Service Provider’s website and marketing materials.

H. Consumer Call Center. If elected by Client, ���������� will provide designated call center support in accordance with ����������’s standard consumer call center procedures.

I. Spanish Language Support. If elected by Client, ���������� will include a Spanish language version of standard Architect Services site features and text. During implementation, if Client changes standard text Client is responsible for providing the translated text and ���������� will incorporate it into the Architect Services. If text is changed after production launch, additional fees will apply for incorporating translated text into the Architect Services. The following features/modules are not translated: (A) text that comes from the core or from third party web services; (B) challenge questions from SecureNow; (C) alerts; or (D) custom modules.

(d) Architect SDK. If elected by Client, ���������� will provide Client with Architect Software Development Kit Services (the “Architect SDK Services”) subject to the following terms and conditions:

(e) Description. ����������’s Architect Software Development Kit (the “SDK”) 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 Services. The SDK is intended for Client’s use in connection with the Architect Banking Services only, further subject to the license terms, conditions and restrictions set forth herein.

2. License.

(a) Overview. Subject to the terms and conditions herein and the Agreement and contingent upon Client’s on-going fulfillment of its payment obligations, ���������� hereby grants to Client a limited term nonexclusive development license to use the Architect SDK Services during the term of the Architect Banking Services solely to develop custom modules for integration into the Architect Banking Services. Only employees of Client and Client subcontractors approved in writing by ���������� 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 ���������� and are considered to be ����������’s trade secret, proprietary, confidential information. Except for any Client Information independently developed by Client, ���������� 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 ���������� 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 Architect Banking Services. Client is not obligated to provide the Client Developed Works to ����������. 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.

(d) 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 ����������.

(e) Production Management of Client Developed Works. Client is required to submit all Client Developed Works to ���������� for certification prior to deployment to the production environment. Such certification may include code review, compilation, and basic testing. Deployment of Client Developed Works shall be in ����������’s reasonable discretion. Time and materials fees at ����������’s then-current rates will apply for all labor associated with Client Developed Works review, testing and integration.

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

3. ���������� Responsibilities.

(a) Hours. ���������� will use reasonable efforts to make the Architect Services available to Client 24 hours a day, 7 days a week, subject to scheduled maintenance, scheduled downtime, and causes beyond the reasonable control of ����������. ���������� shall have no obligation to address or support: issues caused by Client or Client’s third party provider’s modifications to the Architect Services; services that are not currently supported; Architect Services problems caused by Client’s or Client’s third party provider’s negligence, abuse, or misapplication; use of the Architect Services other than as specified within these terms or the Architect Services documentation; or Architect Services problems resulting from a breach of the Client’s responsibilities, including as set forth below.

(b) Certification Environment. The “Certification Environment” is the environment where the application is accessed by ���������� and Client for testing changes prior to making them available to the production environment. The Certification Environment will be utilized by Client and ���������� 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 Architect Services. 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 ����������'s Certification Environment to the third party's live certification (or similar) site simultaneously with Client's certification/pre-production connection. The Certification Environment is by nature a test system and availability will not factor in calculations of overall system availability but ���������� will make a reasonable effort to fix, modify, or restore the Certification Environment in a timely manner. Certification Environment is not included in disaster recovery failover situation but will be restored as soon as possible after production is fully restored and operations are normal. Additional fees may apply if separate connectivity (i.e., additional network connections) are required.

(c) Training. ���������� will provide Client with standard remote training during the initial implementation of the Architect Services. For Architect Advance Clients, ���������� will provide up to 2 consecutive days of onsite Architect SDK training within the first 6 months following the implementation of the Architect Services as mutually agreed by ���������� and Client. If Client requests additional or on-site training, such additional training will be made available to Client at ����������’s then current professional services rates.

(d) Support. Client is responsible for first level technical support to its Users and ���������� will provide second level technical support to Client's designated support representatives (meaning ���������� will accept an initial technical support inquiry from Client, but not the Client’s Users, and initiate a troubleshooting process). Such support will be available during ����������'s standard business hours.

(e) Telecommunications. ���������� may order, on Client’s behalf and after receiving Client’s specific written approval, the installation of appropriate telecommunications services and equipment for the Architect Services. Client shall pay for all costs of installation and use of such telecommunication services and equipment.

(f) Releases.

(i)���������� shall, from time-to-time, release new version(s) of the Architect Services that improves existing functions or performance. Release schedules are published by ���������� and are available to Client. If significant changes to User functionality are provided, ���������� will notify Client so that Client may choose to notify Users. Client may be required to perform testing in the Certification Environment to ensure changes work with Client’s Account Processing Platform and settings.�� In the event that Client fails to accept release of new version(s) or is otherwise ineligible for automatic version release, the Architect Services shall be subject to the terms of subsection (ii), below.

(ii)Client will use commercially reasonable efforts to make corresponding changes to its systems to use the then-current release of the Architect Services, but in any case will not be on any release of the applicable Service after such release is discontinued by ����������. Any Client requested services to support changes to Client’s systems to use the then-current release of the Architect Services shall be outlined and mutually agreed in a statement of work or work order. ���������� will provide each release of the Architect Services for at least 12 months after making such release generally available to its clients of the applicable Architect Service. ���������� will inform Client at least 6 months prior to discontinuing a release of the Architect Services, unless required to discontinue earlier for security or legal reasons. If Client is in violation of the first sentence of this Section, then ���������� reserves the right to upgrade Client to a release of the Architect Services that complies with such sentence. If Client is in violation of the first sentence of this Section, then (A) Client will pay an additional 25% mark-up on all Architect Services Fees until Client uses the Architect Services in a manner that complies with such sentence; (B) Client will promptly schedule and deploy an upgrade to a release of the Architect Services that complies with such sentence; and (C) ���������� will have no obligation to support the Architect Services and any service levels shall be suspended until the time when Client is in compliance.

(g) Supported Browsers and Devices. ���������� will support the use of those browsers and devices documented on ����������’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, ���������� will remedy issues arising from accessing the Architect Services 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.

(h) Systems Configuration. ���������� shall only be obligated to configure the Architect Services to Client’s Account Processing Platform and Supported Third Party Integrations (as defined below) as documented by ����������. Any additional or subsequent services or the integration of the Architect Services 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 ���������� at ����������’s standard professional services hourly rate, and shall pay ���������� for its reasonable out-of-pocket expenses incurred in performing such additional integration services on an as-incurred monthly basis.

4. Client Responsibilities.

(a) Client is responsible for testing changes in the Certification Environment prior to publishing to the production environment. ���������� 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 expedited rollback or ���������� assistance with changes will be billed by ���������� at its then-current rates.

(b) As may be required, Client is responsible for providing reasonable assistance to support ����������'s installation of a network devices at Client's expense for connectivity to the Account Processing Platform.

(c) As may be required, Client is responsible for providing and maintaining network connectivity between the Client's network(s) and ����������'s servers providing the Architect Services, including a destination IP address range compatible with ����������'s network requirements. If multiple network connections are necessary, additional charges may be incurred by Client per connection. Connectivity is necessary for Architect Services UI branding, configuration and User support to be performed by the Client.

(d) Client is responsible for providing ���������� 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 (including as set forth in the Architect Support Services Guide), ���������� 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 may not make any use of the Architect Services not expressly set forth hereunder without the prior written consent of ����������, which may be granted or withheld at ����������'s sole discretion.

5. Additional Terms.

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

(b) 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.

(c) Themes. The Architect Services 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 Architect Services 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.

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

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