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NICE Actimize Services – Additional Terms

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1. DESCRIPTION OF SERVICES.

(a) Description of Services. ����������, itself or through its Affiliates and/or third party provider, NICE Actimize (“NICE Actimize”), will provide to Client and its properly authorized end users (“End Users”) one or more of the following Services (singularly or collectively, the “NICE Actimize Services”). Notwithstanding anything to the contrary in the Agreement: (a) Client hereby consents to NICE Actimize’s use of a third party data center provider in its provision of the NICE Actimize Services; and (b) Client acknowledges and agrees that NICE Actimize and its subcontractors shall be under no obligation to conduct drug testing on their respective personnel involved in the provision of the NICE Actimize Services.

· NICE Actimize Online – Retail: To receive this Service, Client must contract with ���������� to receive Retail Online Internet Banking Services. This Service provides monitoring for a financial institution’s Retail Online Internet Banking Services channel with alerting on anomalous or suspicious online banking activity for retail customers.

· NICE Actimize – Business: To receive this Service, Client must contract with ���������� to receive Business Online Internet Banking Services. This Service provides monitoring for a financial institution’s Business Online Internet Banking Services channel with alerting on anomalous or suspicious online banking activity business customers.

· NICE Actimize ACH – ODFI: To receive this Service, Client must contract with ���������� to receive ACH Manager Services. This Service provides monitoring for originating financial institutions for originating financial institutions with alerting on anomalous or suspicious ACH batches and transactions processed through the ACH Manager Services.

· NICE Actimize ACH - ODFI - Real-time: To receive this Service, Client must contract with ���������� to receive ACH (PEP+) Services. This Service provides real-time monitoring for originating financial institutions with alerting with automated intervention on anomalous or suspicious ACH batches transactions processed through the ACH (PEP+) Services.

· NICE Actimize Wire - Real-time: To receive this Service, Client must contract with ���������� to receive WireXchange Services. This Service provides real-time monitoring for financial institutions with alerting and automated intervention on anomalous or suspicious wire payments processed through the WireXchange Services (outbound and inbound).

· NICE Actimize ACH-RDFI: To receive this Service, Client must contract with ���������� to receive ACH Services and Premier ACH Services. This Service uses behavior analytics to analyze ACH receiving files for unusual activity.

(b) Client Obligations and Responsibilities. In addition to all other obligations set forth under these additional terms and in the Agreement, Client will comply with the following obligations in connection with its use of the NICE Actimize Services.

(i) Use of Hosted Services and Restrictions. Client is responsible for all activities conducted under its and its End Users’ user logins on the NICE Actimize Services. Client and its End Users shall use the NICE Actimize Services in compliance with applicable law and shall not: (a) send through or store in the NICE Actimize Services any infringing or unlawful material; (b) send through or store in the NICE Actimize Services viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (c) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the NICE Actimize Services or the data contained therein; (d) modify, copy or create derivative works based on the NICE Actimize Services; (e) reverse engineer, translate, disassemble, decompile or otherwise access or download the underlying software, source code or algorithms of the NICE Actimize Services or cause or permit others to do so; (f) use the NICE Actimize Services for the purpose of building a competitive product or service or copying its features, functions, graphics or user interface; (g) sublicense or use the NICE Actimize Services for commercial time-sharing, rental, outsourcing, or service bureau use; (h) remove any title, trademark, copyright and/or restricted rights notices or labels from the NICE Actimize Services or Documentation; or (i) permit any third party to access the NICE Actimize Services except as permitted herein. As used herein, “Documentation” shall mean the materials provided or made available to Client relating to the NICE Actimize Services which describe the operation, function and performance of the NICE Actimize Services.

(ii) Recommendations. Client hereby grants to ���������� (including its Affiliates and NICE Actimize a royalty-free, fully paid-up, nonexclusive, perpetual, irrevocable, worldwide, transferable (only to a successor in interest by way of merger, reorganization or sale of all or substantially all assets or equity), sub-licensable license to use, copy, modify or distribute, including by incorporating into the NICE Actimize Services, any suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the operation of the NICE Actimize Services.

(iii) Claims. Client shall bring all claims regarding the NICE Actimize Services and the Professional Services, including the provision thereof, solely against ���������� and shall not bring any such against NICE Actimize. In the event Client brings any claim against NICE Actimize, Client shall indemnify and hold harmless ���������� and its Affiliates for any damages sustained or liabilities incurred by ���������� and/or its Affiliates in connection with any such claim.

2. PERFORMANCE.

(a) Hours of Operation. ���������� will use reasonable efforts to cause the NICE Actimize Services to be available to Client in a 7x24 environment, excluding reasonable downtime for maintenance. ���������� will use reasonable efforts to attempt to limit its downtime to those hours of operation least impacted by Client usage.

(b) Technical Support. During normal business hours, ����������, itself or through its Affiliates or NICE Actimize, shall provide Second Level Support for the NICE Actimize Services. “Second Level Support” shall mean reasonable operator support to End Users duly trained in the NICE Actimize Services.

3. ADDITIONAL TERMS AND CONDITIONS.

The following additional terms apply to the NICE Actimize Services:

(a) Access. Access to the NICE Actimize Services shall be across public and private lines outside of ����������’s control, and the NICE Actimize 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 its End Users’ access to the Internet and any browsers, computers, devices or other such technologies used to access the Internet and the NICE Actimize 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 NICE Actimize Services may not be compatible with all browsers, computers or other such technology and ���������� has no obligation or responsibility to make the NICE Actimize Services compatible with all such technology; provided, however, that ���������� will provide Client with a then-current list of compatible technology upon request.

(b) Equipment. Client shall obtain and maintain at its own expense any equipment that is necessary or appropriate to facilitate the proper use and receipt of the NICE Actimize Services.

(c) Third Party Availability. Client acknowledges and understands that the NICE Actimize 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.

(d) Marketing. Client agrees that NICE Actimize may send it information regarding new NICE Actimize products and services and other marketing communications unless Client notifies NICE Actimize it wishes to opt out of receiving such communications. Client understands that even if it so opts out, it nevertheless will continue receiving system messages and other communications relating to the operation of the NICE Actimize Services.

(e) Offshoring. Offshore employees and Contractors of NICE Actimize may perform certain activities related to the NICE Actimize Services, such as software coding and code testing; quality assurance activities; and production, operational and engineering support, which may include read-only access to Client Information. As used herein, “Contractors” means individual contractors whom: (a) NICE Actimize retains on a staff augmentation basis; and (b) are employed by third party staff augmentation firms, but whom are subject to all screening and similar procedures to which NICE Actimize’s employees are subject.

4.��Changes to Fees.�� Notwithstanding anything in the Agreement to the contrary and without otherwise limiting the Agreement, upon written notice to Client, the fees for the NICE Actimize Services may be increased no more than once annually following changes in account volume and/or transaction volume processed through the NICE Actimize Services and/or changes in Client’s asset size.�� Further, notwithstanding anything in the Agreement to the contrary, effective each January 1 and upon no less than 30 days’ prior written notice, ���������� may increase the fees for the NICE Actimize Services in the event NICE Actimize increases the fees charged to ����������.