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Next Multi-Channel Marketing Services – Additional Terms

1. Services.

(a) ���������� will provide to Client the Next Multi-Channel Marketing Services (“Next Services”).

(b) A “Channel” is a delivery channel for the provision of marketing services to members or customers of Client. A channel may include but is not limited to:

ATM/EFT;

Online Banking;

Mobile;

IVR/Audio Response;

Bill Pay; and

Branch.

(c) A “Third Party Channel” is a Channel not owned by ���������� or its affiliates.

2. Implementation and Related Services: ���������� will provide the following implementation and training services to Client in connection with the implementation of the Software.

(a) Implementation includes:

Create New Institution in Next Admin;

Configure Institution in Next Admin;

Channels: 1 - includes channel setup within the Next Services. Setup required on service provider system is not included;

Data Source: 1 – Standard extract;

Offers: Up to 5;

Qualification Scripts: as needed for the offers;

Presentations Setup: as needed for the channel(s);

Fulfillment: Email and/or Front End;

User Setup;

Standard training of Client on Reports and Offer Setup;

Standard training of Client on how to submit new offer requests;

Testing of setup;

Move to product channel(s);

���������� will provide Client access to Next Services via web calls from ���������� approved applications and networks for the fees identified in the applicable fee exhibit. Client’s customers may receive targeted marketing messages from the Next Services through various customer facing applications and networks.

���������� will provide Client access to Next Services via a browser-based solution.

���������� will provide remote training, comprised of a general system overview, administration, and end user training in the use of the Next Services Administrative Application. Client further acknowledges that additional training, project management, and consulting may be obtained from ���������� at the current rates for such services.

(b) Exclusions. As used herein, “Exclusions” means external systems and infrastructure that the Next Services are dependent on and are provided by either a third party or ����������. Potential degradation of Next Services due to planned or unplanned outages of the following will impact availability of the Next Services and Client agrees that ���������� shall not be liable for unavailability or delay of the Next Services as a direct or indirect result of any of the following:

Core data processing systems;

Datacenter communication lines and equipment;

Client communication lines and equipment;

End user systems and equipment;

General Internet availability;

External third party systems that interface with the Next Services;

End user transmission of incomplete extract file; and

Additional services at time of installation beyond what is listed above will be billed at the then current professional services rates.

3. Client Obligations and Responsibilities.

(a) Client will facilitate timely cooperation between any necessary third parties in order for ���������� to provide Next Services.

(b) Client will promptly provide all needed information to ���������� in order to enable ���������� to customize and configure the Next Services for Client.

(c) Client assumes exclusive responsibility for the consequences of any instructions it may give to ����������, for Client’s or its customers failures to access Next Services property in any manner not prescribed by ����������, and for Client’s failure to supply accurate input information.

(d) Client is expressly prohibited from extending any warranty or warranties on ����������’s behalf to any person.

(e) Client agrees to provide support to its customers.

(f) Client shall pay all travel associated with training and installation that may be offered at Client’s location.

(g) Client acknowledges and understands its responsibility and liability related to Client’s access to the Internet. ���������� assumes no liability or control over the Internet access of Client’s on-site systems and remote employee or affiliate access.

(h) ���������� may review and analyze daily scrubbed data activity logs containing only anonymized, non-sensitive data, in order to provide ���������� system support and improved forensic analysis for ���������� and/or its clients.

(i) Client shall only have access to a Third Party Channel to the extent an interface is created by Client or a third party to the ���������� system for such Third Party Channel at Client’s or the third party’s cost and expense. Client agrees that ����������’s sole obligation is to provide Client with the applicable specifications and ���������� shall not be liable if an interface for a Third Party Channel is not created or Client is not able to access the ���������� system through such interfaces. Access to any Third Party Channels and any interface development by third party is subject to ���������� entering into a reasonable agreement with such third party and such agreement remaining in full force and effect. Notwithstanding anything in the Agreement to the contrary, interfaces to Third Party Channels and access thereto are provided “as is” and ���������� shall not be liable for any damages whether direct, indirect, incidental, or consequential arising from use of or access to any Third Party Channels.

(j) ���������� may obtain data needed to provide the Next Services from Client’s third party vendor. Client agrees that ���������� shall not be liable for any errors, delays, damages, losses, claims, actions, or obligations arising out of or related to any third party vendor or any interface or connection to such vendor, including without limitation, for any actions taken or not taken by such vendor.

(k) Client agrees that Next Services may be subject to unavailability due to congestion or overload on public circuits supplied by third parties or due to downtime by such third parties.

4. Additional Terms and Conditions.

(a) Access. Client acknowledges that access to Next Services shall be across public and private lines and that ���������� has no control over such lines or the information available from non-���������� sources.

(b) Trademark and Content License. Client grants to ���������� a non-exclusive, non-assignable right to use Client’s trademarks, trade names, service marks, service names (collectively, “Trademarks”), and Content (as defined below) in connection with ����������’s provision of Next Services.

(c) Client Warranties. Client represents and warrants that (i) any work, content or information (“Content”) provided to ���������� is either original or that Client has the legal right to provide such Content; and (ii) Content does not impair or violate any intellectual property or other rights of ���������� or any third party. Client will indemnify, defend, and hold harmless ����������, its officers, directors, employees, designated supplier, and affiliates against any claims or actions (including reasonable attorneys’ fees) arising out of or related to any breaches of the foregoing, or any improper use of information gathered through any co-branded site as part of Next Services. Client acknowledges that ���������� does not monitor, review, or approve any Content.

(d) Regulatory Compliance. Client shall not use Next 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 of exportation of trade or national secrets.

(e) Technical Support. Client agrees to provide all end user technical support. ���������� will provide second level Technical Support to Client’s user support representatives if Client is unable to resolve customer support issues related to the normal operation of Next Services during ����������’s normal business hours. “Technical Support” means ���������� will take an initial technical support inquiry from Client and initiate the troubleshooting process. ���������� shall use commercially reasonable efforts to determine the source of technical support issues, and to remedy the issue. Technical Support is available through ���������� client support services. ����������'s sole obligation is to provide timely response to Client for requests for support. In no event is ���������� obligated to contact Client's customers to provide support for Next Services.

(f) If any of ����������'s obligations under these terms are directly or indirectly dependent on entering into an agreement with a third party, or otherwise directly or indirectly dependent on the actions or omissions of a third party, ���������� shall use commercially reasonable efforts to enter into such agreement on reasonable terms and conditions, or use commercially reasonable efforts to obtain such action, and provided that ���������� has complied with the terms hereof and if ���������� is unable to enter into an agreement with such third party or obtain such action, ����������’s obligations hereunder shall immediately terminate and ���������� shall not be liable for its inability to perform such obligations and shall be relieved of any such obligations hereunder.

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