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Watchtower Services Additional Terms

1. Watchtower Services.

(a) Description of Services. ���������� agrees to provide to Client one or both of the following services described in these Watchtower Services Additional Terms (these “Additional Terms”):

Watchtower Governance, Risk and Compliance (“GRC Services”) is a cross-functional dashboard that provides financial institutions with the ability to manage compliance regulations, risk assessments, vendor management, business continuity, and cybersecurity operational risk assessments.

Watchtower Enterprise Risk Management (“ERM Services,” and, together with the GRC Services, the “Watchtower Services”) provides c-level and board level insights into a financial institution’s complete risk profile. These insights will include the strategic, reputational, credit, liquidity, and compliance risk associated with the financial institution.

(b) Professional Services. ���������� will provide mutually agreed upon implementation, training, consulting or other such professional services (“Professional Services”) under these Additional Terms in accordance with the following terms:

(i) Implementation Services and Other Initial Professional Services. ���������� will provide the implementation services and/or other such initial training, consulting or implementation-related Professional Services described in the Fees Exhibit in exchange for Client’s payment of the professional services fees set forth in such Fees Exhibit.

(ii) Additional Projects. Any additional Professional Services will be scoped and quoted upon request, subject to ����������’s resource availability. Any such agreed upon Professional Services project will be documented in an appropriate SOW (as defined below) for such Professional Services.

(iii) Project Plans; SOWs. For each Professional Services project, ���������� will develop a project plan with Client to perform and complete Professional Services projects. Each such plan shall contain tasks, some of which are to be performed by ���������� and some by Client. Modifications and changes to this plan shall be only by mutually written agreement of the parties. Upon ����������’s request, Client also agrees to execute an appropriate Statement of Work or similar such document mutually agreed upon by the parties for a given Professional Services project (“SOW”). Any such SOW will be governed by the these Additional Terms and the Agreement and will be incorporated herein by reference accordingly. Any modifications to any SOW will be handled by ����������’s then-current formal change control process.

(iv) Client Responsibilities. Client agrees to provide all necessary cooperation, information, access and assistance in connection with the Professional Services to facilitate the applicable project, including without limitation promptly deploying or completing any tools, input forms, scripts or other such materials ���������� provides to Client as are necessary for ���������� to properly perform and provide the Professional Services (collectively, “Tools”). If Client is unable to provide access to required facilities or personnel or is unable to timely meet its tasks, ���������� will endeavor to reschedule its tasks to minimize the non-productive time arising and/or reassign its personnel to other suitable work. In this event, Client will not be charged for the time personnel were reassigned to other clients. Otherwise, all such non-productive time is chargeable to Client.

2. Fees. Client shall pay the fees set forth in the Fees Exhibit for the Watchtower Services and any other Services provided under these Additional Terms.

3. Additional Terms.

(a) Termination Fee. With respect to Watchtower Services that are invoiced on an annual basis, the termination fee, as set forth in the Termination Section of the ASP Services Exhibit, shall be calculated based on the past 12 months of fees, rather than on the 6-month calculator set forth in such Termination Section.

(b) Disclaimer. The Watchtower Services are provided “as is.” ���������� does not guarantee that the Watchtower Services will: (i) cause Client to be compliant, or eliminate Client’s responsibilities to comply with, all laws (including, treaties, rules or regulations, regulatory guidance, or determinations of an arbitrator or governmental authority) applicable to Client (collectively, “Applicable Laws”) or card payment associations requirements; or (ii) be uninterrupted or error free.

(c) Allocation of Responsibilities. Client is solely responsible for: (i) overseeing its business; (ii) monitoring, interpreting, and complying with all Applicable Laws, card payment associations requirements, and the terms and conditions of its agreements with its customers; (iii) determining whether the Watchtower Service satisfies its legal, card payment associations and/or business requirements; (iv) the instructions, settings, options, rules, requirements, strategies, and/or other instructions related to the Watchtower Services that Client provides, selects, or acts upon (or that are provided, selected, or acted upon by ���������� at Client’s direction) (collectively, “Company Settings”); and (v) determining whether Company Settings are consistent with Applicable Laws, card payment associations requirements, the terms and conditions of its agreements with its customers, disclosures made to its customers, and any other business requirement of Client.

(d) Indemnification. Client shall defend, indemnify and hold ����������, its Affiliates, and its and their respective directors, officers, members, employees, and Customers (collectively, “Indemnitees”) harmless from and against all claims, actions, suits or proceedings, and shall pay all resulting losses, liabilities, damages, settlement amounts costs or expenses (including attorney’s fees) incurred by the Indemnitees, arising from Client’s noncompliance with Applicable Laws or card payment associations requirements.