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Mobiliti Business Services Terms

1. Definitions. Unless defined elsewhere in the Agreement, terms appearing in initial capital letters shall have the following meanings:

(a) “Mobiliti Business Services” are a single platform, financial institution centric, mobile banking offering comprised of certain distinct access modes, depending upon ����������’s commercial availability of such access modes and the scope of Client’s selection and payment of fees for such modes.

(b) “Network Gateway Services” are hosted gateway services provided by ���������� to Client that support the delivery of Client’s Notifications to Notification Service Providers via the Notification Services for ultimate delivery to Users’ mobile devices.

(c) “Notification” for purposes of the Network Gateway Services hereunder, means the message that is forwarded from ����������’s alerts/notification engine through the notification network of third parties such as Android or Apple/iOS.

(d) “Notification Service Agreements” means the relevant service agreement(s) or terms of service as required by each Notification Service Provider.

(e) “Notification Service Provider(s)” means Apple and/or Google (and any other such applicable providers).

(f) “Notification Service(s)” means individually or collectively, Apple’s Push Notification Service and/or Google’s Cloud Messaging Service (and any other such applicable providers).

(g) “Smartphone Application” or “Smartphone App” means an application resident on mobile devices that typically have a screen size less than 7 inches and are identified on ����������’s current certified device list for the Mobiliti Business Services which supports connectivity and transactions with a single financial institution.

(h) “User(s)” means the end customer(s) of Client who have been approved for enrollment in the Mobiliti Business Services pursuant to procedures agreed to between ���������� and Client.

2. ���������� Responsibilities.

(a) Hours. ���������� will use reasonable efforts to make the Mobiliti Business 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 alterations or modifications to the Mobiliti Business Services; services that are not currently supported; Mobiliti Business Services problems caused by Client’s negligence, abuse, or misapplication; use of the Mobiliti Business Services other than as specified hereunder or the Mobiliti Business Services documentation; or Mobiliti Business Services problems caused by Client’s failure to perform its responsibilities, including as listed below.

(b) Features and Functions of the Mobiliti Business Services. The Mobiliti Business Services will provide functionality, which includes, but is not limited to: a mechanism to provide banking transactions such as balance inquiries, transaction history and funds transfers; and, a mechanism to provide payment approvals as implemented within the ���������� system to which the Mobiliti Business Services are integrated. A User’s access to features within the Mobiliti Business Services may also be limited as a result of entitlements established by Client or by Client’s corporate clients relative to the Users of such corporate client through its business online banking service.

(c) Training. ���������� will provide Client standard training during the initial implementation of the Mobiliti Business Services.Client’s trainers will be responsible for training Client’s associates and/or Users. Training will include Mobiliti Business Services registration and self-service applications, as well as training on the Mobiliti Business Services customer care tool. If Client requests additional training, such additional training will be made available to Client at ����������’s then current professional services rates.

(d) Support. ����������, or its Affiliates or agents, will provide support to Client as set forth hereunder, and Client is responsible for first tier support to its Users. An initial technical support inquiry will be logged in order for ���������� to initiate the troubleshooting process. Client agrees to provide all User technical support and ���������� will provide second level technical support to Client’s support representatives during ����������’s standard hours of operation, unless otherwise agreed upon by the parties. Technical support, as referred to herein, means ���������� will take an initial technical support inquiry from Client and initiate the troubleshooting process. ���������� will use commercially reasonable efforts to determine the source of support issues and to remedy the issues. Unless otherwise agreed in writing, ���������� will not be required to provide on-site support services.

(e) Network Gateway Services. This Section shall not be applicable if Client is receiving ����������’s Notifi Services. Unless configured through ����������’s Notifi Services, as part of the Mobiliti Business Services, ���������� shall provide Client with Network Gateway Services to support Client’s delivery of its Notifications to its Users utilizing Notification Services provided by a Notification Service Provider.

(i) To the extent that a User: (A) has a device capable of receiving Notifications from Notification Service Providers, (B) has downloaded the Client-developed application onto such device, and (C) has registered and provided consent to receive notifications, such User shall be eligible to receive a Notification.

(ii) Network Gateway Services shall be inclusive of connectivity between ����������, Notification Service Providers and Client via agreed upon access methods.

3. Indemnification. Client will indemnify, defend and hold ����������, its suppliers and licensors related to the provision of the Network Gateway Services (“���������� Indemnitees”) harmless from and against all third party claims, liabilities, damages, losses, costs and expenses, including attorneys’ fees, expert witness fees and costs, incurred by any ���������� Indemnitee as a result of any illegal acts, fraud, misrepresentation or willful misconduct regarding the use of the Network Gateway Services, or any violation of or noncompliance with the Notification Service Agreement(s) by Client.

4. Disclaimer of Warranties. NEITHER FISERV NOR ITS SUPPLIERS WILL BE LIABLE TO CLIENT OR ANY USER FOR ANY NOTIFICATIONS DELETED OR NOT DELIVERED USING THE NETWORK GATEWAY SERVICES, REGARDLESS OF THE REASON FOR DELETION OR NONDELIVERY INCLUDING, WITHOUT LIMITATION, MESSAGE PROCESSING OR TRANSMISSION ERRORS. NEITHER FISERV NOR ITS SUPPLIERS MAKES ANY REPRESENTATIONS OR WARRANTIES THAT THE NETWORK GATEWAY SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM UNAUTHORIZED ACCESS OR NOT INFRINGE THIRD PARTY RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE NETWORK GATEWAY SERVICES ARE PROVIDED ON AN “AS IS,” “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND, AND FISERV EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE NETWORK GATEWAY SERVICES, INCLUDING WARRANTIES OF QUALITY, RELIABILITY, MERCHANTABILITY, SATISFACTORY QUALITY, INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

5. Third Party Charges. ���������� is not responsible for any charges, including interconnection, access, termination, pager, wireless, or landline phone charges, the Client, any User, or any recipient of a Notification incurs as a result of the use of the Notification Services. Client shall advise its Users that recipients of Notifications using Notification Services may incur third-party charges (e.g., wireless service provider) for which they will be responsible.

6. Third Party Factors and Span of Control. Client acknowledges that the successful transmission of a Notification to a User is dependent on the facilities, networks, connectivity, or any acts and/or omissions of the Notification Service Providers, third party wireless service providers, governmental entities and other third parties (collectively, the “Third Party Factors”). Client acknowledges that the performance of the Notification Services may be affected by such Third Party Factors and that Third Party Factors are outside ����������’s control. FISERV WILL HAVE NO LIABILITY FOR ANY REDUCTION, INTERRUPTION, TERMINATION OR SUSPENSION OF THE DELIVERY OF NOTIFICATIONS TO USERS TO THE EXTENT CAUSED BY THIRD PARTY FACTORS OR ANY OTHER FACTOR OUTSIDE FISERV’S CONTROL.

7. Client Responsibilities.

(a) Client must validate the identity of its Users and will complete and perform any and all procedures it determines, in its sole discretion, are necessary to validate the identity of its Users.

(b) Clientmay have certain notice requirements to its Users in connection with its receipt of the Mobiliti Business Services.Client acknowledges and agrees that it is responsible for must ensure that itsUsers are provided with any applicable privacy disclosures and terms and conditions prior to suchUser’s enrollment and use of the Mobiliti Business Services.

(c) From time to time, Client may be required to provide ���������� with a reasonable and acceptable number of production test accounts that have all available account types and functions represented in each one for resolution of support and maintenance related issues.

(d) Upon any termination or expiration of The Mobiliti Business Services, Client shall continue to be responsible for any applicable data communications or messaging fees until all circuits are disconnected and the telecommunications company ceases invoicing ����������.

(e) Compatibility. Client will make corresponding changes to its systems to use the then-current release of the Mobiliti Business Services (including the Smartphone Apps), including maintaining compatibility between any third party software, system or product, with the ���������� System.

(f) Network Gateway Services. With respect to Client’s receipt of the Network Gateway Services from ����������, Client shall also fulfill the following responsibilities:

(i) Enter into the Notification Service Agreements with each of the Notification Service Providers, as required by such Notification Service Provider, and take such necessary actions to ensure that such Notification Service Agreements remain in effect for the term of the Mobiliti Business Services, including, but not limited to, payment of all fees required by the Notification Service Providers;

(ii) Provide prompt notice to ���������� if any of the Notification Service Agreements is terminated or Client’s access to one or more of the Notification Services is either suspended or terminated;

(iii) Ensure that the message content of any Notification provided to ���������� is: (A) accurate, complete and authentic; and (B) in compliance with the terms and conditions as stated in the Notification Service Agreements; and

(iv) Provide to ���������� the developer credentials obtained from each Notification Service Provider; whereby ����������’s use of such credentials shall be limited to supporting its provision of Network Gateway Services hereunder.

8. Additional Terms.

(a) Pre-requisites. The Mobiliti Business Services shall immediately terminate upon the termination of the online banking system services with which the Mobiliti Business Services are integrated, and Client shall pay any early termination fees set forth in the Agreement or ASP Services Exhibit, if applicable.

(b) Aggregation. Client agrees ���������� may aggregate Client’s non-personal user data and information relative to the use of the mobile banking products and services by Client's users and their mobile devices with similar data from other ���������� customers for the purposes of enhancing ���������� products and adoption techniques.

(c) Client-Branded Smartphone App. The Smartphone App shall be Client-branded. With respect to such Client-branded version of the Smartphone App in the Apple App Store and at Google Play, the additional fees described in the Agreement or applicable Fee exhibit shall be applicable. The Smartphone 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 online stores.

(d) Mobiliti Branding. Subject to the terms and conditions of the Agreement, if Client elects to use “Mobiliti” as its customer-facing brand for the Mobiliti Business Services, (i) ���������� grants to Client during the term a non-exclusive, nontransferable right to display the Mobiliti Marks, solely in connection with Client's use of the Mobiliti Business Services; and (ii) Client will display the Mobiliti Marks on all Web site pages of Client's Web site and mobile banking applications that contain links or references to the Mobiliti Business Services and all marketing materials for the Mobiliti Business Services in accordance with this Section. Client will comply with the Mobiliti Marks guidelines provided to Client (as updated from time to time). All ownership in or to the Mobiliti Marks and all goodwill associated with Mobiliti Marks will remain with and inure to the benefit of ����������. Client will not use any of the Mobiliti Marks in any manner likely to confuse, mislead, or deceive the public. If in its reasonable judgment ���������� determines that Client's use of the Mobiliti Marks dilutes or diminishes the Mobiliti Marks or the goodwill, quality, or services associated with any of the Mobiliti Marks, then ���������� will give notice to Client of such issues, and if the issues are not resolved within 15 business days of Client's receipt of such notice, then ���������� will have the right to terminate Mobiliti Marks license in this Section upon notice to Client. Client will have no right to sublicense, transfer or assign the license rights in this Section without the prior, express, written approval of ����������.

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