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Card Services - Additional Terms

1. DESCRIPTION OF CARD SERVICES. ����������, itself and through its Affiliates, will provide to Client the Services described in these additional terms for which a fee is identified in the applicable fee exhibit or in an applicable service request (such Services, collectively, the “Card Services”).

(a) Debit Services. To the extent a fee is identified in the applicable fee exhibit or Service Request, ���������� may provide one or some combination of Services pertaining to the debit cards issued by Client (collectively, the “Debit Services”), the following terms will apply:

(i) Debit Card Processing. ���������� will transmit transaction authentication requests and responses to and from the Card Networks enabled on the debit cards issued by Client.

(ii) ATM Driving. ���������� will process transactions performed at Client’s automated teller machines (each, an “ATM”).

(iii) Card Management. ���������� will make available to Client an automated system for debit card ordering, personal identification number (“PIN”) ordering, debit card reissuance, and debit card inactivation (referred to in the relevant industry as “Hot Carding”).

(b) Credit Services. To the extent a fee is identified in the applicable fee exhibit or Service Request, ���������� may provide one or some combination Services and pertaining to the credit cards issued by Client (collectively, the “Credit Services”):

(i) Credit Card Processing. ���������� will transmit transaction authentication requests and responses to and from the Card Network(s) enabled on the credit cards issued by Client.

(ii) Cardholder Services. ���������� will provide the following Credit Services with respect to inquiries received by ���������� from Client’s credit card cardholders in accordance with Contact Criteria (defined below) (collectively, the “Cardholder Services”):

A. Receive inbound telephone calls and research questions posed using data available to ����������;

B. Perform monetary adjustments, such as adjustments for annual fees, finance charges, late fees, and over-limit fees;

C. Perform routine account data entry or changes, such as address changes, name changes, account closings, and adding additional names or cards to cardholder accounts.

D. Adjust account balances for payments received;

E. Post balance transfers to the cardholder’s account balance maintained on the ���������� System;

F. Activate cards and de-activate lost or stolen cards; and

G. Refer cardholders to nearby consumer credit counseling and debt management services.

(iii) Lockbox Services. ���������� or its third-party provider will provide the following Credit Services with respect to items received at one or more post office boxes or suite numbers assigned to Client (collectively, the “Lockbox Services”); these Lockbox Services are expressly conditioned on Client’s execution and compliance with all separate, written agreements required by ����������’s third-party provider:

A. Batch bankable checks and other items found acceptable for deposit.

B. Encode batched items with the dollar amount of the item and endorse for deposit into the account identified in the instructions received by Client during implementation of the Lockbox Services.

C. Image bankable items and create and deliver to Client a printout of the information contained in each imaged item.

(iv) ACH Services. ����������’s third-party provider will serve as the originating depository institution or receiving depository institution for the ACH entries created by Client. ���������� will provide to Client statements and reports of ACH transfers. Provision of these Services is expressly conditioned on Client’s execution and compliance with all separate, written agreements required by ����������’s third-party ACH services provider, and these ACH Services are subject to the following additional terms:

A. Client shall notify ���������� in writing of any unauthorized, erroneous, or improperly executed ACH transfers within 5 days following Client’s receipt of the report of such transfer.

B. Client is solely responsible for ensuring that sufficient balances of available funds are on deposit to cover all transactions initiated by Client’s customers and all returns in respect thereof. ���������� may decline to forward transactions if sufficient balances are not available. Client will immediately reimburse ���������� or its third-party provider, as applicable, for any overdrafts created.

C. ���������� is not required to cancel or amend any ACH entry once sent, to dishonor returns, or to refuse notifications or change.

D. All IDs and passwords constitute ���������� Information, as such term is defined in the Agreement.

E. Any credit given by ���������� or its third-party provider with respect to an ACH credit entry is provisional until final settlement is received for such entry through a Federal Reserve Bank. If ���������� or its third-party provider does not receive such final settlement for such entry within 5 days following submission of such entry, then Client shall refund the amount credited in connection with such entry, and the party making payment via such entry (i.e., the originator of such entry) will be deemed not to have paid the amount of such entry.

F. Unless ���������� and Client mutually agree in writing otherwise for a particular Credit Service, for Credit Services that facilitate cardholder payment of account balances by ACH:

(1) ���������� will comply with the applicable operating rules of the National Automated Clearinghouse Association (“NACHA Operating Rules”) solely in its capacity as a Third Party Service Provider and a Sending Point if submitting the files to the Operator on behalf of Client, with “Third Party Service Provider”, “Sending Point”, and “Operator”, each as defined in the NACHA Operating Rules.

(2) ���������� will not be considered an Originator, Originating Depository Financial Institution or Institution or Third Party Sender, as those terms are defined in the NACHA Operating Rules: and

(3) Client will comply with the NACHA Operating Rules, including all applicable obligations of the Originating Depository Financial Institution, and decide the settings, options, parameters, and strategies for the ���������� System, Services or Software that Client selects (or that are selected at Client’s direction) in order for Client to receive the Services to support cardholder payments by ACH.

(v) Online Access Services. ���������� will provide Client and its customers or members access to a browser-based solutions that Client’s customers may use to initiate certain business transactions to their registered accounts (collectively, the “Online Access Services”). ���������� may brand the website with Client’s logo and designated colors and include links to Client’s customer care websites and other information.

(c) ATM Managed Services. To the extent a fee is identified in the applicable fee exhibit or Service Request, ���������� will provide Services related to the management of ATMs, (each, individually and collectively, “ATM Managed Services”). The ATM Managed Services are subject to the following additional terms:

(i) Compensating Balance. If ���������� is providing Client cash delivery Services, Client will provide, as directed by ����������, a compensating dollar amount equal to at least the amount of currency placed into such ATMs plus the amount of currency that is in transit to those ATMs (such amount, individually and collectively, the “Compensating Balance”). ���������� may use the Compensating Balance funds in its sole discretion. Title to cash in transit to the ATMs transfers to Client once locked in the ATMs. After the termination of ATM Managed Services and ����������’s recovery of the cash from the ATMs, ���������� will return to Client the Compensating Balance funds, less fees and amounts owed ���������� by Client.

(ii) Specifications and Standards. Client shall comply with all (A) specifications, recommendations, instructions, documentation, and procedures of ����������, and its service providers, with regard ATM Managed Services, including those pertaining to ATMs, ATM components, ATM site preparation, software, hardware, and any product or service obtained through ����������, and (B) applicable third-party standards. ���������� will comply in all material respects with the then-current ATM Managed Services product documentation, which ���������� will provide to Client upon request.

(iii) ATM Purchase. Should Client agree with ���������� on the purchase of ATMs from ����������, Client shall execute and return to ���������� all documentation required by ���������� to confirm the terms and conditions of each such purchase. ���������� will have no obligation to provide ATM Managed Services with regard to an ATM to be purchased by Client unless Client has met all obligations under this subsection. Client will, upon the cessation of ATM Managed Services with regard to any Client-purchased ATM for any reason, promptly delete all software off of the subject Client-purchased ATM, and provide ���������� with written certification such deletion has been completed, or provide ���������� access to such Client-purchased ATM to permit ����������’s deletion of all software from it, as Client understands that ���������� has not provided Client with a license to such software.

(iv) ATM Supplies. Where ���������� is providing ATM first line maintenance and ATM cash delivery Services for the identified ATM, ���������� shall provide ATM supplies which are generally used by ���������� ATM Managed Services clients (otherwise known as “generic” or “non-custom” supplies), and Client shall provide all other ATM supplies. In all other instances, Client will: (A) purchase and maintain, at a minimum, a 30 day reserve of all ATM supplies, including custom supplies, to support each make and model of ATMs serviced hereunder, (B) monitor the supplies of each such ATM and promptly notify ���������� when supplies are needed to avoid any disruption in ATM Services or availability, and (C) provide ���������� or, as directed by ����������, the third-party provider(s), with all currency, checks, and alternative media, each distinctively and securely sealed, for use in replenishing the ATMs. Client authorizes ���������� to order supplies, including custom supplies, on Client’s behalf, as ���������� deems necessary for the provision of ATM Managed Services or for minimizing interruption or impact on ATM availability.

(v) Electricity and Telecommunications. For an ATM identified in the applicable fees exhibit or otherwise as an ATM for which ���������� is responsible for providing “Telecom” for the subject ATM, the applicable telecom cost to Client for is included in the specified ATM Managed Services monthly fee. Unless ���������� is responsible for covering the cost of telecommunications as set forth in the applicable fee exhibit, ���������� is not otherwise responsible for supplying or maintaining electrical connections or other utility service requirements necessary for the use of the ATMs, and Client is responsible for the costs for telecommunications for each ATM, including installation, relocation, and redeployment, and these must all meet ���������� specifications.

(vi) Loss. Client shall defend ���������� and its third-party service providers against all claims, demands, suits, and proceedings, and shall indemnify them against all judgments, settlements, fines, penalties, damages, losses, liabilities, costs, and expenses (including their attorneys’ fees and costs related to investigation) arising from or related to: (A) loss in the provision of, or related to, ATM Managed Services resulting from illegal, wrongful, or fraudulent activity or use, skimming devices, force majeure, shortage, and any other type of casualty or loss; or (B) the failure of any Client cardholder to comply with laws, rules, or regulations applicable to any ATM Managed Services or to the goods and services provided by Client to its cardholders (each, an “Indemnified Loss”). Client will be solely responsible for each Indemnified Loss.

(vii) Update and Replacement of ATM Terminals. ���������� may require that the ATM(s) for which ATM Managed Services are provided hereunder be updated or replaced for reasons including, but not limited to, the following: (A) maintenance is no longer cost effective, (B) laws, regulations, or regulatory guidance necessitate or indicate replacing or updating, (C) software, hardware, or firmware provider is no longer supported by the manufacturer/provider, or (D) network operating rules or regulations, or third party standards (i.e., PCI-DDS) necessitate or indicate replacing or updating the ATM or a component or technology. If ���������� requires an ATM update or replacement, then Client may either (X) allow for such update or replacement to occur and pay for all costs for ���������� to carry out such update or replacement, or (Y) terminate the ATM Managed Services for the given ATM and pay the applicable termination fee.

(viii) Only ���������� is permitted to move or disconnect an ATM. If ���������� agrees to remove an ATM from active service and store it for later redeployment, ���������� may charge a monthly storage fee equal to 50% of the ATM Managed Service fee for the particular ATM.

(ix) Client shall, at its sole obligation and expense, promptly notify ����������, and local law enforcement authorities, of any known or suspected theft, illegal activity, vandalism, skimming devices and skimming events, related to or affecting the ATMs and any related equipment, and shall promptly investigate and advise ���������� of the results of each such investigation.

(x) Client shall promptly notify ���������� of all known or suspected defects and malfunctions related to or affecting the ATMs and any related equipment, and then promptly investigate and notify ���������� of the root cause of each.

(xi) Client shall grant ���������� and its service providers free and safe access to each installation site and related systems, and all ATM locations (or locations as otherwise requested by Client), ensure compliance with any site preparation recommendations or other specifications provided by ���������� or its service providers, including electrical and communication connectivity, and ensure that each ATM location is free of any hazardous or dangerous materials or conditions. If ����������, or its service provider, is not given or able to access an ATM for a site survey, and therefore unable to complete a site survey, a “No Access Charge” will be assessed and the physical assessment for such survey will be rescheduled based on availability of ���������� or its service provider.

(xii) Client hereby grants permission to ���������� and its service providers to access, possess, or operate, as ���������� deems necessary, any Client-owned ATM software, hardware, and equipment, and to access Client Systems for the provision of ATM Managed Services.

(xiii) Client shall provide and maintain all signage, surrounds, and toppers at all ATM locations and ensure compliance with all laws, regulations, and third-party standards with regard thereto.

(xiv) Client shall obtain, install, and maintain the computer and communications equipment (including, without limitation, personal computers and modems), software, web browsers, Internet access, and communications services necessary to access web portal service hereunder, which are necessary for the provision of any ATM Managed Services hereunder, all at Client’s sole cost and expense. ���������� shall not be liable for any delays, interruptions, or malfunctions relating to Client’s Internet access or use.

(xv) Client shall provide ���������� with the minimum number of Client-owned and leased access keys and Client-owned ATM keys requested by ���������� for its provision of timely ATM Managed Services.

(xvi) ���������� is not responsible for Cardholder claims, complaints, chargebacks or any other issues related to currency conversion at the ATM.

(xvii) ���������� is entitled to determine the amount of cash to be loaded into each ATM for which ���������� is providing cash delivery Services.

(xviii) ���������� will have no obligation or liability with regard to the disposal or destruction of parts removed from Client’s (or Client’s third party) site or equipment in the course of providing ATM Managed Services. Client shall be solely responsible for the disposal or destruction of parts, including data storage devices that may contain consumers’ confidential or nonpublic personal information, unless otherwise set forth in a subject service request or other contract document executed by the parties or specified in the then-current ATM Managed Services product documentation.

(xix) Client understands that the anti-skimming device Services are reliant on the accuracy of third-party software, and that these Services are solely offered as a tool to help Client identify skimming events; Client will be solely liable to any third party (including without limitation any cardholder) for any issue including but not limited to any failure or error of the anti-skimming software, for any failure or delay by ���������� to send a notification, and/or for any failure of the ATM to discontinue processing or continue processing before the issue is resolved. Client represents and warrants that it has obtained for ���������� the right to use the anti-skimming software as contemplated to provide the Services under this Agreement.

(xx) Unless ���������� is then providing Client with both ATM first line maintenance and ATM cash delivery Services for the subject ATM, Client will be solely responsible for the following with regard to transaction disputes and adjustments: (A) researching the transaction to verify that the transaction processed correctly; (B) verifying the transaction against the journal information; and (C) providing settlement and documentation to the appropriate network (for non-Client cardholders) and make the necessary adjusting entries to the appropriate networks via the ���������� adjustment tool. Client must verify whether the physical cash count substantiates the adjustment claim.

(d) Accel Network Participation. Unless otherwise stated in the Agreement, Client hereby elects to participate in the Accel® payments network, ����������’s authorization, clearing, and settlement network for POS, ATM, and other electronic funds transfer transactions (the “Accel Network”). Client will participate in the Accel Network as a Member, as such term is defined in the Accel Network Operating Rules (as amended from time to time after the date hereof, and including any attachments or appendices thereto, the “Accel Rules”), unless otherwise agreed upon by the parties in writing. Client will be bound by, and shall comply with, all terms and conditions of the Accel Rules, including without limitation the fee provisions contained therein except to the extent the fees due under the Accel Rules are expressly modified by the fee provisions of Client’s fee exhibit in the Agreement. Client’s participation in the Accel Network is subject to the following additional provisions:

(i) Any and all provisions of the Agreement regarding exclusivity or that require Client to obtain Services on an exclusive basis from ���������� are inapplicable to Client’s participation in the Accel Network. Client may add or participate in any Card Network, in its sole discretion, at any time.

(ii) Client shall ensure at all times that all of the debit cards that it has issued or that have been issued by an entity that it acquires, and all of the ATMs that it owns, operates, or acquires, participate in Accel and are enabled to route transactions performed by them, in the case of debit cards, and at them, in the case of ATMs, over the Accel Network. Client shall notify other processors as necessary or directed by ���������� to ensure their proper recognition of Client’s participation in the Accel Network as described herein.

(iii) ���������� may change the name of the Accel Network, through re-branding or consolidation with another network, and upon notification thereof to Client, all references to the Accel Network will be deemed to refer to the new name or network.

(iv) Certain provisions of the Agreement may be subject to Section 920 of the Electronic Funds Transfer Act and the Federal Reserve Board’s Regulation II, Debit Card Interchange Fees and Routing, 12 CFR Part 235 (as amended, collectively, “Regulation II”). An essential inducement for each party to enter into the Agreement for Card Services is their collective understanding that none of the economic provisions contained in the Agreement are inconsistent with Regulation II. Accordingly, if Regulations II’s restrictions on interchange transaction fees, including the provisions thereof addressing evasion or circumvention of such restrictions, (a) are interpreted by rule, regulation, order, regulatory guidance, judicial decision, or other action to apply to any economic provisions contained in the Agreement, or (b) become applicable due to a change in the circumstances of Client, then the party that discovers such interpretation or change of circumstances shall provide notice thereof to the other party, and the parties shall meet promptly thereafter to discuss in good faith an agreeable solution to the situation, which may include repayment by Client of amounts previously paid by ����������, whether in the form of interchange fees or otherwise. If a payment is owed by Client to ���������� in order to be in compliance with Regulation II, that payment must be made no later than 45 days after the request is received by Client. If the parties are unable to agree on a solution within 30 days of the first meeting, then ���������� will not be required to make any future payments of any amounts, provide any economic concessions, or perform any other obligation under the Agreement that would conflict with or violate Regulation II or any other applicable law.

(e) MoneyPass Network Participation. Unless otherwise stated in the Agreement, Client hereby elects to participate in ����������’s MoneyPass® ATM surcharge-free electronic funds transfer network (“MoneyPass Network”). Client will participate in the MoneyPass Network pursuant to the MoneyPass Network Operating Regulations (as amended from time to time after the date hereof, and including any attachments or appendices thereto, the “MoneyPass Rules”), unless otherwise agreed upon by the parties in writing. Client will be bound by, and shall comply with, all terms and conditions of the MoneyPass Rules, including fee provisions contained therein unless otherwise specified in the Client’s fee exhibit in the Agreement. Client’s participation in MoneyPass Network is subject to the following additional provisions:

(i) Client shall comply, and shall cause its Issuer Participants or Acquirer Participants (as applicable and as defined in the MoneyPass Rules) to comply, with and be subject to the MoneyPass Rules and all applicable laws, orders, and regulations. Client shall require by written agreement that its Issuer Processors and Acquirer Processors comply with the MoneyPass Rules and all applicable laws, orders, and regulations, and Client will be responsible to ���������� for any noncompliance by Client’s Issuer Processors or Acquirer Processors with the MoneyPass Rules, or any applicable laws, orders, or regulations.

(ii) Client shall ensure at all times that all of the debit cards that it has issued or that have been issued by an entity that it acquires, and all of the ATMs that it owns, operates, or acquires, participate in the MoneyPass Network and are enabled to route transactions performed by them, in the case of debit cards, and at them, in the case of ATMs, over the MoneyPass Network. Client shall notify other processors as necessary or directed by ���������� to ensure their proper recognition of Client’s participation in the MoneyPass Network as described herein.

(iii) ���������� may change the name of the MoneyPass Network, through re-branding or consolidation with another network, and upon notification thereof to Client, all references to the MoneyPass Network will be deemed to refer to the new name or network.

(iv) Client shall ensure that the MoneyPass Network is priority routed ahead of all other surcharge-free networks, such that when a payment card used at a Client ATM has more than one payment network enabled on it that requires the transaction to be surcharge-free, and one of those networks is the MoneyPass Network, Client will ensure that the transaction is routed to the MoneyPass Network.

(f) STAR Network Participation. Unless otherwise stated in the Agreement, Client hereby elects to participate in the STAR ® payments network, ����������’s authorization, clearing, and settlement network for POS, ATM, and other electronic funds transfer transactions (the “STAR Network”). Client will participate in the STAR Network as a Member, as such term is defined in the STAR Network Operating Rules (as amended from time to time after the date hereof, and including any schedules, attachments, or appendices thereto, the “STAR Rules”), unless otherwise agreed upon by the parties in writing. Client will be bound by, and shall comply with, all terms and conditions of the STAR Rules, including without limitation the fee provisions contained therein except to the extent the fees due under the STAR Rules are expressly modified by the fee provisions of Client’s fee exhibit in the Agreement. Client’s participation in the STAR Network is subject to the following additional provisions:

(i) Any and all provisions of the Agreement regarding exclusivity or that require Client to obtain Services on an exclusive basis from ���������� are inapplicable to Client’s participation in the STAR Network. Client may add or participate in any Card Network, in its sole discretion, at any time.

(ii) Client shall ensure at all times that all of the debit cards that it has issued or that have been issued by an entity that it acquires, and all of the ATMs that it owns, operates, or acquires, participate in STAR and are enabled to route transactions performed by them, in the case of debit cards, and at them, in the case of ATMs, over the STAR Network. Client shall notify other processors as necessary or directed by ���������� to ensure their proper recognition of Client’s participation in the STAR Network as described herein.

(iii) ���������� may change the name of the STAR Network, through re-branding or consolidation with another network, and upon notification thereof to Client, all references to the STAR Network will be deemed to refer to the new name or network.

(iv) Certain provisions of the Agreement may be subject to Section 920 of the Electronic Funds Transfer Act and the Federal Reserve Board’s Regulation II, Debit Card Interchange Fees and Routing, 12 CFR Part 235 (as amended, collectively, “Regulation II”). An essential inducement for each party to enter into the Agreement is their collective understanding that none of the economic provisions contained in the Agreement are inconsistent with Regulation II. Accordingly, if Regulations II’s restrictions on interchange transaction fees, including the provisions thereof addressing evasion or circumvention of such restrictions, (a) are interpreted by rule, regulation, order, regulatory guidance, judicial decision, or other action to apply to any economic provisions contained in the Agreement, or (b) become applicable due to a change in the circumstances of Client, then the party that discovers such interpretation or change of circumstances shall provide notice thereof to the other party, and the parties shall meet promptly thereafter to discuss in good faith an agreeable solution to the situation, which may include repayment by Client of amounts previously paid by ����������, whether in the form of interchange fees or otherwise. If a payment is owed by Client to ���������� in order to be in compliance with Regulation II, that payment must be made no later than 45 days after the request is received by Client. If the parties are unable to agree on a solution within 30 days of the first meeting, then ���������� will not be required to make any future payments of any amounts, provide any economic concessions, or perform any other obligation under the Agreement that would conflict with or violate Regulation II or any other applicable law.

(g) Risk Management Services. To the extent a fee is identified in the applicable fee exhibit or Service Request, ���������� may provide one or some combination of the risk management services to assist Client in detecting and preventing fraudulent transactions processed (collectively, the “Risk Management Services”); these Services are subject to the following additional provisions:

(i) ���������� will perform the Risk Management Services in accordance with the risk mitigation strategy agreed upon by the parties during the implementation process (the “Risk Strategy”).

(ii) If Client elects to receive case management services, ���������� will attempt to contact Client and/or the applicable cardholder, by live representative or automated dialing system, depending on the Risk Strategy selected, when a potentially fraudulent transaction is identified. Client is responsible for obtaining all legally-required consents for ���������� to contact Client’s customers or cardholders.

(iii) Client recognizes that any delay in reviewing ���������� reports, confirming ���������� actions as appropriate or sufficient, or taking corrective or mitigating actions recommended by ����������, may diminish the effectiveness of the Risk Management Services and takes responsibility for any such diminished effectiveness.

(iv) Client acknowledges and agrees that no fraud detection tool, including any Risk Management Service provided by ����������, is 100% accurate; therefore, ���������� is not responsible for and will not be held liable for the actual or attempted fraudulent activity of third parties.

(h) Rewards Services. ����������’s rewards services (the “Rewards Services”) are configurable to enable Client’s customers to accrue Client-funded points, merchant-funded points, or enterprise relationship rewards points, or some combination of them (collectively, “Points”) through use of their payment cards or other actions agreed upon by the parties; end users may redeem accumulated Points from available rewards items that can be viewed on a rewards redemption website. To the extent a fee is identified in the applicable fee exhibit or Service Request, Rewards Services are subject to the following additional terms:

(i) Client will designate the transactions that qualify for Points, the Point valuation of each transaction, and the benefits that are provided when a customer redeems Points.

(ii) ���������� shall provide Client one training session, without charge other than reasonable travel expenses, covering a general Rewards Services overview, administration of Client’s chosen Rewards Services program, and end user training in the use of Rewards Services.

(iii) Client hereby consents to the transmission to, and the processing and retention by, ����������’s third-party service providers of transaction and account information of Client and its customers in the provision of Rewards Services, including by ���������� to such entities of historical transaction records for purposes of relevant merchant recruitment. ���������� may cease providing the Rewards Services if its agreement with any of its third-party service providers terminates before ���������� is able to secure a suitable replacement. ���������� is not responsible for any delays or failures of third-party participants in Client’s Rewards Services program, including the failure of any merchant to reimburse Client for merchant-funded Points.

(i) SMS. Messaging Services. Client will not permit services related to short message service, which uses standardized communications protocols to allow short text messages to be sent from one mobile device to another mobile device or from the Web to a mobile device (“SMS”), to be used to transmit:

(i) junk mail, spam, or unsolicited material to anyone who has not agreed to receive it or to whom Client or an SMS End User (as defined below) does not otherwise have a legal right to send the material;

(ii) viruses, Trojan horses, worms, back doors, trap doors, time bombs, cancelbots, drop dead devices, worms, spyware, or other malicious programs or files that damage, detrimentally interfere with, disable, intercept, or expropriate any system, data, or information (or that are intended to perform or achieve any of the listed actions);

(iii) any material that: (A) violates any third party’s intellectual property rights or rights of confidentiality, privacy, or publicity; (B) violates the rights or obligations of any wireless service provider or any of the wireless service provider’s customers or subscribers; (C) is illegal, harassing, coercive, defamatory, libelous, abusive, threatening, obscene, or otherwise objectionable; (D) is harmful to minors; (E) is excessive in quantity; (F) relates to alcoholic beverages, tobacco, weapons, illegal drugs, pornography, crime, violence, death, hate, gambling, or funeral services (all except to the extent that such material is relevant to the underlying transaction which is the subject of the SMS Content (defined below)); (G) is false, misleading, or inaccurate; (H) could expose ����������, any mobile network carrier that, directly or indirectly (including through SMS Aggregators), performs, enables, or otherwise supports SMS messaging (“Network Operator”), any service provider that maintains direct connections to multiple Network Operators and aggregates SMS messages for delivery (“SMS Aggregator”), or any other third party to liability; (I) could diminish or harm the reputation of ����������, any Network Operator, or any SMS Aggregator; (J) specifically mentions any Network Operator; or (K) copies or parodies the products or services of any Network Operator;

(iv) any signal or impulse that could cause electrical, magnetic, optical, or other harm to the equipment or facilities of ����������, any Network Operator, any SMS Aggregator, or any other third party; or

(v) any other prohibited material or content, as identified by a Network Operator or SMS Aggregator.

(vi) For all SMS related services, Client will provide each cardholder that uses a mobile network operated by a Network Operator (“SMS End User”) the right to opt in and opt out of receiving any SMS message, or any information or data contained in an SMS message, whether sent by or on behalf of Client or an SMS End User in connection with the SMS-related services (“SMS Content”) from Client.

(j) Postage Services. Mailing Services that require postage are subject to the following additional terms:

(i) Client will ensure that the account records or address lists that ���������� relies upon to process Client’s mail and perform mailing services on Client’s behalf satisfy all requirements established by the United States Postal Service (USPS) for mailing, postage rates or associated discounts, including full service intelligent mail requirements, Move Update Requirements (defined below), and any other applicable program requirements (“USPS Requirements”);

(ii) Client will take all other actions necessary to ensure that USPS Requirements are satisfied; and

(iii) Client will give ���������� an executed copy of ����������’s “Client Certification of Move Update Compliance” form (or its current equivalent) and update the form as necessary to maintain its accuracy (“Move Update Requirements”).

(k) CardHub Services. CardHub Services are subject to the following additional term:

(i) CardHub Services are provided under, and governed by, the CardHub Terms of Use Policy, which may be accessed at the following website address: /content/dam/fiserv-ent/final-files/documents-handouts/CardHub_Terms_Of_Use_Policy_Documents_0921.pdf .

(l) Instant Digital Issuance Services. Instant Digital Issuance Services are subject to the following additional term:

(i) Instant Digital Issuance Services are contingent upon Client’s implementation of ����������’s CardHub Services in live production and Client’s continued receipt of such Services.

(m) Live Agent Services. Live Agent Services are subject to the following additional terms:

(i) The live agent telephone customer services that ���������� provides Client in connection with direct interaction with a ���������� customer service representative (“CSR”) and cardholders or other third parties related to Client’s cardholder accounts (“Live Agent Services”) are not intended, and will not be construed, to (A) constitute telemarketing, a telephone solicitation, or up-selling within the meaning of the Telephone Consumer Protection Act or the Telemarketing Sales Rule, or (B) trigger the application of any other law, regulation, or guidance relating to the offering of products or services via telephone or facsimile (including any duty to register or obtain a license to make such offers).

(ii) The Live Agent Services will be performed during hours to be mutually agreed upon by the parties pursuant to the Contact Criteria (defined below). Any changes to the hours of operation and terms related to such changes (including the timing of implementation of any changes to the hours of operation) will be mutually agreed upon in writing by the parties prior to the effective date of such changes.

(iii) The Live Agent Services will be provided using English language and Spanish language only and will not include support for any other foreign language calls unless otherwise agreed upon in writing by the parties. Spanish language support will be provided using ���������� personnel and a translation service subcontractor.

(iv) The pricing for Live Agent Services set forth in applicable fee exhibit or Service Request includes the preparation and delivery of ����������’s standard daily and monthly call statistic reporting package. If other reports are requested outside of the standard reporting package, Client will be assessed fees at ����������’s then current rates for the development, production and delivery of such reports.

(v) Client and ���������� agree to each designate a manager with overall program responsibility, which person will coordinate communication and implementation of the Contact Criteria (defined below). In addition, Client will provide ���������� with guidance with respect to servicing requirements which are outside the scope of the Contact Criteria (defined below).

(vi) Call volume forecasting from Client will be required.

(n) Authorization Lift Services. The following terms apply to ����������’s Authorization Lift Services (“AL Services”), which are intended to maximize transaction approval rates while minimizing false declines through the deployment of various fraud detection strategies implemented by ���������� to help detect illegitimate and unauthorized transactions:

1) ���������� will reimburse Client for the face amount of all Eligible Transactions, subject to the following conditions (“Reimbursement Obligation”), where failure to satisfy any of these conditions will result in the Reimbursement Obligation being immediately rendered null and void:

A. A. “Eligible Transactions” are defined as card-present and card-not-present point-of-sale EMV debit card transactions that are reported by the Client as fraudulent into ����������’s Single Point Correction application; other card and transaction types are not eligible, including credit card, prepaid card, person-to-person, ATM, and funds disbursement transactions. The Reimbursement Obligation will not apply during periods when an exemption, such as a travel exemption, is in place, or when a card has been removed from the overall AL Services portfolio strategy.

B. B. Client hereby grants ���������� sole discretion over the ability to make changes to the settings, parameters, and limits for Client’s card program, including those available to be configured within ����������’s Risk Management Services (“Risk Settings”), without any requirement to obtain Client’s consent or approval. Client may request certain changes to the Risk Settings, but ���������� must have final decision-making authority with respect to all such changes. As an exception to the foregoing ���������� will establish a list of certain authorization settings, a list of which ���������� will provide upon Client’s written request, that ���������� may not change without Client’s prior approval (e-mail acceptable), but if ���������� recommends a change to any of these settings that Client does not approve within 48 hours, then the Reimbursement Obligation will cease to apply as of the end of such 48-hour period.

C. C. Client must be actively enrolled in, and using in a live production environment, ����������’s CardValet Services, as well as a ���������� Risk Office Service that includes the provision on an assigned ���������� risk analyst.

D. D. Client’s cards must be enrolled in and receiving 3D Secure services from an ACS provider certified by EMV Co.

E. E. ���������� will under no circumstances have any responsibility or liability with respect to the Reimbursement Obligation to pay Client an amount in any given month that is greater than the limit determined by multiplying the Reimbursement Obligation Cap (defined below) by the aggregate face amount of all transactions for which Client owes the AL fee. Stated more generally, ����������’s aggregate liability for the Reimbursement Obligation in any given month will always be less than the amount of fees Client owes for AL Services for that month.

F. F. Client must submit a claim in writing for each Eligible Transaction that is subject to the Reimbursement Obligation within 120 days after the date of the given Eligible Transaction, and ���������� will then remit payment for the Reimbursement Obligation within 60 days of confirming the request is valid and proper. Client must provide reasonable assistance to any ���������� request with respect to the confirmation process, including by providing backup documentation upon ���������� request. Backup documentation would include signed affidavits, cardholder description of the card fraud, police reports, and all other reasonably requested information that will allow ���������� to verify the request.

2) Beginning on the first anniversary after the date AL Services are implemented in live production, Client may terminate AL Services upon written notice that is provided at least 30 days in advance of the intended termination date.

3) ���������� may terminate AL Services in writing to Client with no minimum advance notice required. Termination of AL Services by either party will result in Client being moved to its Risk Management Service configuration in effect prior to the implementation of AL Services, if ascertainable by ����������. Client acknowledges that ���������� may terminate the AL Services if Client does not agree to any change to the price, liability limit, or other terms of the AL Services requested by ���������� after the date hereof.

4) All ���������� techniques, rules, and methodologies deployed or conceived related to AL Services will constitute ���������� Information and the intellectual property of ���������� exclusively.

5) ����������’s aggregate Reimbursement Obligations in any calendar month shall not exceed 2.75 basis points (“BPS”) (such aggregate Reimbursement Obligation, the “Reimbursement Obligation Cap”).

2. GENERAL TERMS APPLICABLE TO CARD SERVICES

(a) Client must enter into a separate written agreement with each payment card network, or the entity that owns or operates the payment card network, that Client desires to participate in or to enable on its payment cards or ATMs (each such network, other than ����������’s Accel Network, MoneyPass Network or STAR Network, a “Card Network”), prior to ���������� processing transactions for Client with such Card Network. Client shall comply with the terms and conditions of each of its agreements with the Card Networks and shall operate within and abide by the operating rules, requirements, and guidelines established by the Card Networks (as they are updated and amended, collectively, the “Network Operating Rules”). Client is solely responsible for the payment of fees and other charges imposed by the Card Networks, and Client shall indemnify ���������� for all losses and liabilities arising from Client’s failure to comply with any of its agreements with the Card Networks or the Network Operating Rules.

(b) Client will obtain from each of its customers consents from cardholders and all information needed by ���������� to enable the customer to enroll in each of the Card Services and to enable the authentication of each customer accessing the Card Services.

(c) Client is prohibited from extending any warranty, guarantee, covenant, or commitment on behalf of ����������, its Affiliates, or their third-party providers, or with respect to any of the Card Services, to any Client customer, cardholder, or other third party.

(d) Client hereby consents to ���������� and its third-party service providers contacting or attempting to contact Client’s cardholders at the phone numbers Client provides to ����������, including through the use of autodialers, to make prerecorded phone calls and send text messages to both cell phones and landlines, as part of the services provided under the Agreement, including those services designed to assist in the detection, prevention, and mitigation of fraudulent transactions (these telephonic activities, the “Cardholder Calls”). Client is responsible for obtaining all cardholder consents necessary for ���������� and its service providers to perform the Cardholder Calls, and for maintaining records of the consents, as required to comply with all applicable laws and regulations, including without limitation the Telephone Consumer Protection Act (TCPA) at 47 USC § 227 and the Federal Communication Commission’s (FCC) implementing rules at 47 C.F.R. § 64.1200. Client shall defend ���������� and its third-party service providers against all claims, demands, suits, and proceedings, and shall indemnify them against all judgments, settlements, fines, penalties, damages, losses, liabilities, costs, and expenses (including their attorneys’ fees and costs related to investigation) arising from or related to the Cardholder Calls.

(e) As between ���������� and Client:

(i) Client shall review and approve Client’s Settings (defined below) and confirm that Client’s Settings satisfy Client’s business requirements and comply with applicable laws, rules, and regulations, Network Operating Rules, and Client’s agreements with third parties (including cardholders);

(ii) ���������� will not be responsible for (A) providing Client with legal or compliance advice; and/or (B) ensuring that Client complies with applicable laws, rules, regulations, Network Operating Rules, or the terms and conditions of the cardholder accounts.

(iii) Client must (A) provide or review all proposed Contact Criteria (defined below), and (B) determine whether the Contact Criteria agreed to by Client and ���������� satisfy Client’s obligation to comply with applicable laws, rules, and regulations, Network Operating Rules, and Client’s agreements with third parties (including cardholders) and meet Client’s business requirements..

(iv) For purposes of the Card Services, “Client’s Settings” means the settings, options, parameters, and strategies for the ���������� system, or services or products that Client selects (or that are selected at Client’s direction) in order for Client to receive the Services; “Contact Criteria” means written criteria for contacting loan holders, including Client’s Settings used to determine which cardholders to contact and when to contact them, as well as the methods for contact (including e-mail, land-line or mobile voice call, voice or text messaging, or any other electronic means).

(f) If Client begins to receive any service that is not identified in the applicable fee exhibit, then the service will be treated as a “Service”, and Client will pay ����������’s standard fees for such service as of the date Client began receiving it. The parties will execute an amendment to the Agreement that formally adds such service to Services under the Agreement.

3. SETTLEMENT ACCOUNTS/DEPOSITS.

(a) Client shall establish a demand deposit account at Client’s institution, which is accessible by ���������� (the “Settlement Account”), and shall maintain at all times in the Settlement Account funds in the amount sufficient to enable ���������� to perform the settlement procedures set forth herein. Client authorizes ����������, at Client’s expense, to access the Settlement Account through the Automated Clearing House (“ACH”) or by wire transfer in order to maintain Client’s required Settlement Deposit (defined below), or for any purpose described in Section 3(c) below, and, similarly, for the transfer of funds owing to Client in the Settlement Account. Client guarantees that the funds in the Settlement Account shall at all times be accessible to ���������� for the above-referenced purposes and shall ensure that ���������� shall be able to make required withdrawals and transfers by providing overdraft protection for the Settlement Account in an amount reasonably required by ����������.

(b) Client shall provide to ����������, via wire transfer to an account controlled by ����������, an amount of funds (the "Settlement Deposit") equal to the Average Daily Net Settlement Position of Client multiplied by 2 days. The “Average Daily Net Settlement Position” is equal to the net sum of all Network settlement entries debited or credited to Client's Settlement Account during the month, divided by 30 days. If the Average Daily Net Settlement Position is a credit balance, then no Settlement Deposit will be required. The initial Settlement Deposit will be estimated by ���������� prior to live date based on anticipated transaction volumes. ���������� may adjust the Settlement Deposit from time to time upon prior written notice to Client, based on actual transaction volume history and seasonal factors. ���������� is not obligated to deposit or maintain the Settlement Deposit in a separate or segregated account at ����������’s depository institution(s), and ���������� may combine the Settlement Deposit with ����������’s other funds or other settlement deposits of other ���������� clients as ���������� deems appropriate in its sole discretion. The Settlement Deposit will function as a security deposit, subject to reduction as set forth below.

(c) ���������� may debit funds from Client's Settlement Account, and also may reduce Client's Settlement Deposit, in amounts that ���������� is permitted to keep, to fund any of the following:

(i) settlement of network transactions;

(ii) settlement of fees and assessments charged by the network (or network sponsor) with respect to Client’s transactions;

(iii) settlement of any transaction activity after termination or expiration of the Card Services, including transaction adjustments or chargebacks; and/or

(iv) as an offset against fees and expenses owed by Client to ���������� under the Agreement for Services rendered, or the amount of any incentives due to be paid back to ���������� under the Agreement.

(d) ���������� shall pay Client the remaining amount of the Settlement Deposit, if any, after the end of the period through which ���������� is required to process Client’s trailing activity according to the network operating rules.

4. SERVICE REQUEST. If a service request prepared by ���������� is signed by Client and accepted by ���������� (a “Service Request”), then such Service Request and the Deliverables provided thereunder will be subject these additional terms and applicable terms contained elsewhere in the Agreement, regardless of whether ���������� also signs such Service Request. Terms and conditions contained in a Service Request will apply only to the Deliverables set forth in the Service Request. For the purpose of clarity, all products and services provided by ���������� to Client under a Service Request will be deemed to be “Deliverables” as such term is defined and used throughout the Agreement.

5. TERMINATION/SUSPENSION OF CARD SERVICES. In addition to termination rights provided in the Agreement, ���������� shall have the right to limit, alter, suspend, or terminate any or all Card Services upon written notice to Client: (i) to the extent ���������� reasonably believes such action is necessary to ensure Client is in compliance of all obligations under the Agreement, (ii) to the extent ���������� reasonably believes that its continued provision of Card Services creates an unacceptable risk or harm to ����������, (iii) if there are insufficient funds then available to ���������� in the Settlement Account to fund any and all settlements due, or if Client fails to meet Client’s Compensating Balance obligation for ATM Managed Services set forth above, (iv) to the extent ���������� reasonably believes such action is necessary to comply with all laws, rules, and regulations applicable to ����������, (v) to the extent any Card Services are prohibited by a Card Network or if ����������’s provision of Card Services is substantially impaired by any Card Network agreement with Client or by Network Operating Rules; (vi) if Client’s membership rights in any applicable Card Network are terminated or suspended; or (vii) if Client fails to satisfy any requirements of ���������� or PCI-DSS with regard to security of cardholder information, or if ���������� finds the results of any ���������� examination of Client unsatisfactory. In addition, ���������� may suspend ATM Managed Services, without prior notice, upon ����������’s determination or reasonable suspicion of the occurrence or potential occurrence of illegal, wrongful, or fraudulent activity, whether by Client, a Client customer, or any third party; and, ���������� may terminate ATM Managed Services if Client does not agree to any change to the price, liability limit, or other terms of the ATM Managed Services requested by ����������.