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11/25/2020

E-Commerce Services – Additional Terms

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1. Description of Services. ����������, itself and through its Affiliates and its applicable third party providers (“Providers”), will provide to Client and its customers (“End Users”) the Services which are described in the applicable Fee Exhibit and further described in Section 4 below (collectively, the “E-Commerce Services”), subject to the terms, conditions, and limitations of the Agreement, the ASP Services Exhibit, and these additional terms.

2. Technical Support; Client Inquiries.

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

(b) Client Inquiries. All Client inquiries (each, an “Inquiry”) submitted via ����������’s 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 Client leaves a voicemail Inquiry, ���������� will attempt to acknowledge that Inquiry 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, and otherwise to develop a plan for resolution of the Inquiry within 24 hours, unless ���������� and Client agree to an alternative timeframe.

3. Additional Terms. The following additional terms apply to the E-Commerce Services:

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

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

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

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

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

(f) Content. Client acknowledges that ���������� does not monitor, review, or approve any work, content, or other information provided to ���������� by Client for ����������’s provision of the E-Commerce Services.

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

4. Service-Specific Terms.

(a) Internet Banking Services. The following terms shall apply to Client’s receipt and use of Internet Banking Services.

(i) Responsibilities.

A. ���������� Responsibilities. The retail online internet banking services (“Retail Online Services”) and/or business online internet banking services (“Business Online Services”) will consist of web server hosting, secure transaction access via the internet, customer access to online internet banking applications using an interface to the core account processing service or software (as applicable) provided by ���������� and daily reports that detail the internet banking activity (collectively, the “Internet Banking Services”).

B. Client Responsibilities. Client assumes exclusive responsibility for the: (1) consequences of any instructions it may give to ����������; (2) Client’s or its customers’ failures to access Internet Banking Services properly in a manner prescribed by ����������; and (3) Client’s failure to supply accurate input information, including, without limitation, any information contained in an application.

(ii) MFA Services. The following terms shall apply to Client’s receipt and use of multi-factor authentication services (the “MFA Services”):

A. To the extent permitted by applicable law, licensors of MFA Services shall not be liable for any damages, whether direct, indirect, incidental or consequential resulting from Client’s use of MFA Services;

B. Client agrees to protect any confidential information of MFA Services coming into its possession with the same degree of protection as it affords its own confidential information and the non-public personal information of its customers; and

C. Client has no right, title, or interest in the MFA Services and shall not remove or obscure the proprietary notices within MFA Services or components thereof.

(iii) Modifications and Enhancements. ���������� may provide modifications and/or enhancements that upgrade or improve a function of the Internet Banking Services but that do not substantially change their nature. ���������� will, on a timely basis, notify Client of the release of such modifications and/or enhancements, as well as a date for implementation and a description of these enhancements that it makes available to all its clients in general so long as Client is not in default of its obligations under the Agreement or these additional terms.

(iv) OneSpan Tokens. The following additional terms apply to the use of OneSpan Tokens:

A. OneSpan Tokens. The OneSpan tokens provided to Client (if applicable) (the “Tokens”) are obtained by ���������� from OneSpan (or its successor or replacement) (“OneSpan”). OneSpan has warranted to ���������� that the storage media housing the Tokens is free from defects and workmanship for 90 days from delivery. Notwithstanding the foregoing, ���������� makes no any representations, oral or written, on behalf of OneSpan to Client in connection with the Tokens.

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

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

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

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

F. Warranties. Client warrants that: (1) Client will not use the Tokens for or in connection with any purpose or activity that is illegal or unlawful in the United States of America and its protectorates (“Territory”); (2) Client is not incorporated or based in, operating from, or ordinarily resident in a territory subject to comprehensive US sanctions (e.g., Cuba, Crimea region of Ukraine, Iran, North Korea, Sudan, and Syria), and (3) Client is not designated on the US Office of Foreign Assets Control List of Specially Designated Nationals and Blocked Persons (including terrorists and WMD proliferators). Client shall notify ���������� in writing promptly upon becoming aware of the occurrence of any event that might render the foregoing warranties incorrect.

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

H. Repeat Orders. Additional Tokens may be ordered by Client subsequent to execution of an amendment via an electronic portal or other similar process made available by ����������. The additional terms set forth herein apply to all such purchases of additional or new Tokens.

(b) Web Design and Web Hosting Services. The following terms shall apply to Client’s receipt and use of Web Design and Web Hosting Services.

(i) Description. The web design services include customization using text information, graphic, and navigational design with Client-supplied information, stock photography, logos, and Client-specified additional features (the “Web Design Services”).

(ii) Completion of Web Design Services. Client is responsible for any licensing required for content it provides ���������� for the Web Design Services, and Client indemnifies and holds ���������� harmless for any claims arising from Client’s failure to obtain such licensing. Based on a final review by Client of the pre-live Client website (the “Client Website”), including text, graphic, and navigation content and other authorized content, Client will provide written approval thereof, which approval will not be unreasonably withheld or delayed. Such approval will constitute authorization to implement the Client Website on the ���������� System.

(iii) Additional Web Design Services. Web Design Services may also include the design of additional content, features, or tools for use on the Client Website. Any requests for programming, included but not limited to java, java script, Flash, etc. will also be considered additional services (“Additional Web Design Services”). Pricing for any Additional Web Design Services requested by Client will be provided by ���������� on a quote basis. Additional Web Design Services may include information gathering forms that will allow internet users to request additional information about Client and its products and/or services, or apply for new accounts, based upon the content of the Client Website. Information entered into these forms will be stored in XML format on a secure web server located on ����������’s premises and made available to Client via a password protected login system. Notification of newly submitted forms will be forwarded to e-mail addresses provided by Client. Client shall approve such quote(s) in writing prior to ���������� commencing implementing any Additional Web Design Services. Any Additional Web Design Services shall be added by amendment to the Agreement and, upon being added thereby, shall become part of the Web Design Services.

(iv) Implementation. Implementation of the Client Website on ���������� systems will occur within a reasonable time following ����������’s receipt of Client’s approval.

(v) Web Hosting Services. ���������� will provide web hosting services including provision of a Client directory with ���������� domain name (fiserv-ecomhosting.com) or with Client’s domain name, if Client has a registered domain name (the “Web Hosting Services”).

(c) LinkLive Services. The LinkLive Services are provided subject to the following:

(i) Investigations. Upon Client’s violation of any law or regulation associated with the use of the LinkLive Services, Client agrees to assist ���������� and any state, local, or federal agency in conducting internal investigations to determine the root cause of said violation. Such investigation will be at Client’s sole expense.

(ii) If Client has purchased LinkLive Advanced Services, the following additional terms apply:

(i) TCPA Compliance. Client’s use of certain functionality within the LinkLive Services will require Client to provide data for the initiation of any telephone or SMS campaign (a “Campaign”). Client agrees to provide such data in compliance with the Telephone Consumer Protection Act and its implementing regulations (“TCPA”). It will then be Client’s responsibility to update the LinkLive Services and applicable Campaign with opt-outs. If Client provides the LinkLive Services with any data which is not compliant with the TCPA, then Client shall be solely liable for any fines, levies, penalties, and other damages assessed against ���������� and/or its third party provider as a result of such non-compliant data.

(ii) DIDs. Client will notify ���������� of any and all requests for termination or disconnection of the LinkLive Services, including, without limitation, the porting out of billable telephone numbers (also referred to as “DIDs”), which would include port outs which are known or unknown by Client. Client retains sole ownership of any ported billable telephone numbers, and ���������� makes no claim as to such billable telephone numbers. Client remains solely responsible for all billable charges related to ported outDIDs.

(iii) 911 Disclaimers.CLIENT ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT THE LINKLIVE SERVICES ARE INTERNET-BASED AND, THEREFORE, 911/E911 SERVICES ARE DIFFERENT FROM TRADITIONAL WIRELINE-BASEDSERVICES AND ARE OR MAY BE ONLY PROVIDED WITH CERTAIN SERVICES IFSPECIFICALLY DEFINED IN THESE ADDITIONAL TERMS AND IN ANY APPLICABLE ONLINE TERMS AND CONDITIONS, ALL OF WHICH ARE FULLY INCORPORATED HEREIN BY REFERENCE. CLIENT ACKNOWLEDGES AND AGREES THAT NEITHER FISERV, ITS UNDERLYING CARRIER(S), NOR ANY OTHER THIRD PARTIES INVOLVED IN THE ROUTING, HANDLING, DELIVERY, OR ANSWERING OF EMERGENCY SERVICES OR IN RESPONDING TO EMERGENCY CALLS, NOR THEIR OFFICERS OR EMPLOYEES, MAY BE HELD LIABLE FOR ANY CLAIM, DAMAGE, LOSS, FINE, PENALTY OR COST (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES), AND CLIENT HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATING TO THE PROVISION OF ALL TYPES OF EMERGENCY SERVICES TO CLIENT. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT IT IS INDEMNIFYING AND HOLDING HARMLESS FISERV FROM ANY CLAIM OR ACTION FOR ANY CALLER PLACING SUCH A CALL WITHOUT REGARD TO WHETHER THE CALLER IS AN EMPLOYEE OR CUSTOMER OF CLIENT. CLIENT ACKNOWLEDGES AND AGREES THAT ANY INJURY ARISING OUT OF A LACK OF OR MISROUTING OF 911 CALLS, REGARDLESS OF WHETHER THE CALL FAILED OR WAS ROUTED BY A PUBLIC SAFETY ANSWERING POINT OR AN OFFICIAL EMERGENCY OPERATOR, IS NEITHER THE FAULT NOR LIABILITY OF FISERV, AND CLIENT HOLDS FISERVAND ITS AFFILIATES, AS WELL AS THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES AND AGENTS,HARMLESS FROM ANY DAMAGES OR LIABILITIES. THE LIMITATIONS APPLY TO ALL CLAIMS REGARDLESS OF WHETHER THEY ARE BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY OTHER THEORIES OF LIABILITY.

(d) Online Education Services.

(i) Description. ���������� will provide Client access to the browser-based Online Education Center designed to educate and train Client employees or Clients’ customers in the usage of ���������� online products through services provided by Beavercreek Marketing or another applicable third-party supplier as selected by ���������� (“Online Education Center Services”), as set forth in the applicable Fee Exhibit. The Online Education Center Services include the following:

(i) Online access (via a link through Client’s website) to audio and video tutorials branded specifically for Client which allows Client to modify the logo, color, feature set, branded screenshots, layouts and menus;

(ii) Features to include: glossary of key definitions, video player controls, frequently asked questions, online usage reports and an email link to contact Client for assistance;

(iii) Live tracking and reporting of usage statistics for Client accessed through an online log-on page assigned to Client; and

(iv) Access initially provided to any ���������� systems for which ���������� currently provides Services to Client with additional or replacement ���������� system access provided on notice to the supplier.

(ii) Span of Control. Client acknowledges that the Online Education Center Services involve the use of non-confidential internet, telephone and wireless telecommunication networks. Client acknowledges that ����������’s performance of the Online Education Center Services is dependent on the facilities, networks, security and connectivity of third party telecommunications and network service providers, governmental entities and other third parties (collectively, the “Third Party Factors”). Client acknowledges that the performance of the Online Education Center Services will be affected by such Third Party Factors and that Third Party Factors are outside ����������’s Span of Control. ����������’s “Span of Control” means those networks, systems and software that are used in the provision of the Online Education Center Services that are under the direct control of ���������� (excluding Third Party Factors). ���������� will have no liability for any reduction, interruption, impairment, termination or suspension of the Online Education Center Services to the extent caused by factors outside of ����������’s Span of Control.

(e) Micronotes Services. The following additional terms apply to the Micronotes Services:

(i) Third Party Provider. Client acknowledges and understands that the Micronotes Services are provided by ����������’s third party provider, Micronotes, Inc. (or its successor or replacement) (“Third Party Provider”) and that Client’s access to the Micronotes Services will require Client to be redirected to Third Party Provider’s database hosted on Third Party Provider’s servers (“Third Party Database”).

(ii) Claims. Client agrees to bring all claims regarding the Micronotes Services solely against ����������. If Client brings any claim regarding the Micronotes Services against any other party, including without limitation Third Party Provider, Client shall indemnify and hold harmless ����������, its Affiliates, and their respective employees, officers, directors, and agents (collectively, “���������� Indemnitees”) from any and all claims, liabilities, damages, and/or other losses that may arise or that the ���������� Indemnitees may incur as a result.

(f) Online Banking Risk Assistant Services.

(i) Description. ���������� will provide access to browser-based tools designed to assist Client in evaluation of financial security through Beavercreek Marketing, or any other applicable third party supplier (the “Online Banking Risk Assistant Services”).

(ii) Additional Terms of Use. All materials contained in the Online Banking Risk Assistant Services are the copyrighted property of Beavercreek Inc. (“Beavercreek Marketing”) (or a successor supplier), or its subsidiaries or affiliated companies and/or third-party licensors and are provided to Client by ���������� pursuant to an agreement between Beavercreek Marketing and ����������. No material from the Online Banking Risk Assistant may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except as expressly permitted in Client’s agreement with ���������� or with prior written consent of Beavercreek Marketing. Client agrees to indemnify and hold Beavercreek Marketing and ���������� harmless from any loss, damage or claim arising from Client’s breach of the terms set forth in this subsection. Neither Beavercreek Marketing nor ���������� makes any warranties or representations as to the accuracy or completeness of the information in the Online Banking Risk Assistant, and EACH DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY OF NONINFRINGEMENT. Neither Beavercreek Marketing nor ���������� assumes any liability or responsibility for any errors or omissions in the content of the Online Banking Risk Assistant. The information may be or become out of date, and neither Beavercreek Marketing nor ���������� makes any commitment to update any specific information that may be required by Client. Documents and other information available in conjunction with the Online Banking Risk Assistant may be subject to further disclaimers contained therein as to their accuracy and reliability. IN NO EVENT SHALL BEAVERCREEK MARKETING (OR ANY SUCCESSOR SERVICE PROVIDER) OR FISERV BE LIABLE FOR ANY LOSS OF PROFITS, BUSINESS, USE OR DATA, OR FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, NEGLIGENCE OR OTHER TORT.

(g) Secure Forms Services.

(i) Description. ���������� will provide and host secure, SSL-protected customizable and template-based secure forms for obtaining sensitive customer information over the Internet (the “Secure Forms Services”). ���������� will provide implementation services for the Secure Forms Services, including customization with Client-supplied information, stock photography, logos, and Client-specified additional features.

(ii) Implementation. Client is responsible for any licensing required for content it provides ���������� for the Secure Forms Services. Based on a final review by Client, Client will provide written approval thereof, which approval will not be unreasonably withheld or delayed. Such approval will constitute authorization to implement the Secure Forms Services.

(h) Positive Pay Services.

(i) Description.

A. Check Positive Pay Services. ���������� will provide Services for fraud prevention for check writing (the “Check Positive Pay Services”). Client may upload issuances and presentments which will be compared and contrasted, and exceptions will be presented to Client for decisioning. The Check Positive Pay Services support standard positive pay, payee and reverse positive pay.

B. ACH Positive Pay Services. ���������� will provide Services for fraud prevention for incoming ACH debits and/or credits (the “ACH Positive Pay Services,” and, together with the Check Positive Pay Services, the “Positive Pay Services”). Using the ACH Positive Pay Services, Client may: (1) setup filters to allow certain third parties to debit and/or credit their accounts with optional limits and frequency; (2) set up blocks and rules “filters” to reject debits and/or credits from certain third partiesproactively, or put filters in place as the debit and/or credit is presented; and (3) set up defaults to return or pay debits or credits.

(ii) Additional Terms.

A. Compliance with Laws. Client shall comply with all applicable federal, state, and local laws, statutes, ordinances, orders, codes, rules and regulations related to Client’s use of the Positive Pay Services, including without limitation, to the extent applicable, any laws and/or regulations in respect of information security, privacy, and the Telephone Consumer Protection Act, 47 U.S.C. 227.

B. Indemnity. Client shall defend, indemnify, and hold ����������, its Affiliates, and its and their respective directors, officers, members, employees and agents harmlessfrom all third party claims resulting from any failure by Client or End Usersto comply with subsection A. above.