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Weiland Bank Solutions Services – Additional Terms

1. SERVICES.

(a) Description of Services. ���������� will provide Client the treasury management application services called Weiland Account Analysis (“WAA Services”).

2. Defined Terms. As used in these terms, the following terms shall have the meaning set forth below:

(i) “Base Limits” means the maximum number of users IDs (back office or front office, as applicable), accounts, billing points, or electronic analysis endpoints authorized for Client’s use of the WAA Services as set forth in the Agreement or applicable fee Exhibit. Use above the Base Limits subject to additional charges as set forth in the Agreement or applicable fee Exhibit.

(ii) “Documentation” means the technical documentation and any end-user instructions including all updates and versions thereof associated with the WAA Services whether in the form of printed materials, magnetic media or machine-readable format.

(iii) “Live Production Date” means the first day of the full calendar month immediately following the earlier of the date on which ���������� provides Client with the first User Login, or 9 months’ following Client’s acceptance of these terms.

(iv) “On Site Days” means a representative of ���������� will travel to Client’s location in order to work directly with Client in person for an 8 hour period of time.

(v) “User Login” means the unique login information provided by ���������� for each user identified and authorized by Client.

3. Implementation Services. ���������� will provide Client with the implementation services described herein for the WAA Services identified in the Agreement (the “Professional Services”). Client is responsible for the accuracy and completeness of all Client files provided to ���������� during the implementation. ���������� is not responsible for any damages incurred as a result of any data provided by Client or Client’s third party vendors. Additional professional services, including implementation, customizations, or modifications to the standard services, shall be provided upon Client’s request at ����������’s then current fees for such services, subject to the availability of ���������� resources.

(i) On Site Days. Implementation includes the On Site Days identified in the Agreement or applicable fee Exhibit, which may be divided among the implementation phases noted below. ���������� and Client will mutually agree upon the actual scheduling and use of the On Site Days.

(ii) Service Definition Mapping. ���������� and Client will meet for ���������� to gather pertinent information regarding all of the depository, cash management, and treasury management services to be included in the implementation of the WAA Services. Based upon all of the information gathered, the Client database will be constructed and prepared for parallel processing.

(iii) Delivery of ���������� System. For on site implementation provided at Client’s location, ���������� will verify the connection to the ���������� system, assist with any connection issues, and then guide Client’s user(s) through system navigation. Client will see all of its accounts, products, and services based on information gathered during service definition mapping. ���������� will provide standard training on the WAA Services (back office and front office). Upon completion of delivery and training, Client will begin parallel testing with the������������ system.

(iv) Extended Training. If extended training is purchased as set forth in the Agreement or applicable fee Exhibit, ���������� will provide, on mutually agreeable dates/times, such training for use of the WAA Services at Client’s designated location.

4. Support Services. ���������� will be available 7:00 AM to 7:00 PM, Monday through Friday (Central Time), excluding ���������� holidays, for technical support for Client’s personnel holding a valid User Login and Client personnel in use of the WAA Services. Support is intended to answer and resolve reasonable questions about the WAA Services for authorized users of the WAA Services; it is not intended to teach account analysis or general system use nor is it a substitution for reading the training manuals and other support materials, which services will be provided at ����������’s then-current rates for such services.

(i) Scheduled Maintenance. “Scheduled Maintenance” refers to upgrades of hardware or software, upgrades to increase capacity, and other maintenance necessary to maintain the condition of the WAA Services. ���������� will endeavor to provide Client with at least 24 hours prior notice of any Scheduled Maintenance. Scheduled Maintenance, while being conducted, may include a degradation or outage of the WAA Services. When feasible, Scheduled Maintenance will be undertaken during non-business hours.

(ii) Emergency Maintenance. ���������� may temporarily suspend or interrupt the operations of the WAA Services for Emergency Maintenance without notice or liability to Client at any time. “Emergency Maintenance” refers to efforts by ���������� or other required providers to correct conditions that are causing, or which are likely to cause, a material WAA Service outage, or are otherwise threatening the stability of the WAA Services. Emergency Maintenance, while being conducted, may include a degradation or outage of the WAA Services. ���������� or other required providers may undertake Emergency Maintenance at any time.

2. ADDITIONAL TERMS.

(a) Suspensions of Services. ���������� reserves the right (but shall have no obligation) to suspend all WAA Services, terminate these terms, reasonably modify or terminate any or all WAA Services, or restrict Client’s use of the WAA Services, in whole or in part, and without advance notice, if (a) in ����������’s judgment, use of the WAA Services by Client presents a material security risk or will interfere materially with the proper continued operations of ����������; (b) ���������� or Client is subject to an order from any court or governmental authority requiring or mandating that such use of the WAA Services or any part thereof must stop, or (c) in ����������’s judgment, use of the WAA Services by Client (i) violates applicable laws or governmental regulations, including, without limitation, data privacy, data transfer, and telecommunications laws; (ii) violates or infringes any intellectual property right of ���������� or a third party; or (iii) violates export control regulations of the United States or other applicable countries; or (d) Client uses the WAA Services site for purposes other than those directly related to the processing of information using the WAA Services or any subsequent replacement of such WAA Services.

(b) Aggregated Data. Client acknowledges and agrees that ���������� may use certain data and information processed within the ���������� system for performing, improving and enhancing the WAA Services, analyzing Client’s use and adoption of the WAA Services, and developing data analytics models to produce analytics-based offerings or other benchmarking services to other customers using the WAA Services. Prior to using Client’s data, ���������� will first anonymize such data (or confirm such anonymization has occurred). Client agrees that ���������� has the right to store and use the anonymized data following termination of these terms or the Agreement.

(c) Vendor Due Diligence. Upon request, ���������� will provide Client with its annual compliance package provided to customers of the WAA Services including the SOC report applicable to the ���������� center from which the WAA Services are provided. If Client requests Client forms or questionnaires or other information be provided that is not part of the annual compliance packaged offered by ����������, then ���������� will provide such responses based on ���������� resource availability and Client’s payment of ����������’s then current professional services fees for the time spent on providing such responses.

(d) Client Responsibilities.

(i) Client will designate (A) an employee of Client as the primary project contact to work with ���������� in the implementation of the WAA Services; and (B) an executive who is responsible for identifying and authorizing Client’s users for issuance of User Logins.

(ii) Client will designate one or more employees as the system security administrators for access to the WAA Services.

(iii) User Logins may not be shared and are unique to Client’s individual employee to whom it is assigned. If an employee leaves or otherwise is no longer using the WAA Services on behalf of Client, Client shall notify ���������� immediately to terminate the assigned User Login. Client shall request new User Logins for each Client representative accessing the WAA Services.

(e) To the extent ����������’s performance hereunder is dependent, in whole or in part, on the proper performance of Client or any third party, ���������� shall be released, discharged and exonerated from its performance hereunder if Client or such third party has not performed.

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