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XRoads™ Services - Additional Terms

If purchased by Client, ���������� agrees to provide Client with any of the purchased services listed below, (collectively, the “XRoads Services”). Client’s use of the XRoads Services is subject to the terms in the Agreement, applicable documentation and the additional terms set forth below.

XRoads Transmission Services

XRoads Automated Clearing House (“ACH”) Service

XRoads Originate Integration Service

XRoads Automated Electronic Data Interchange (“EDI”) Report Delivery Service

XRoads Extension Remote Services

XRoads Secure Data Exchange Services

XRoads Commercial Payment Interface Services: (a) XRoads Commercial Payment Interface Connect (“Origination Services”); and (b) XRoads Commercial Payment Interface Enterprise

1. Description of XRoads Transmission Services. This is the base service of the XRoads Services and is used for file transmissions that are not supported within the additional XRoads Services, described in the Sections below. All of Client’s batch file transmissions are included within this XRoads Transmission Service, except the following, which are addressed in the Sections below: (a) ACH-related transmissions to and from the Federal Reserve; (b) batch file transmissions with commercial clients, such as ACH origination, account reconciliation files, lockbox, EDI, or wire files; (c) file transmissions with processors who create or process data on behalf of commercial clients and Client’s cash management vendor; and (d) batch file transmissions associated with EDI Reports.

2. Description of XRoads ACH Services. The XRoads ACH Service provides connectivity to the Federal Reserve Banks (“FRBs”) for receiving ACH Receipt files and sending ACH originations and returns. The XRoads ACH Service includes the following:

(a) Automated connectivity to the Federal Reserve via the Federal Reserve’s Fedline Direct Solution.

(b) Assistance with populating and submitting Federal Reserve forms (e.g., R3, S2 and special purpose forms).

(c) Redirecting of Client’s routing transit numbers to the XRoads Services Federal Reserve identifier/ ETI.

(d) Support for all ACH-related file transmissions to and from the Federal Reserve.

(e) Receipt back acknowledgements and balance to files sent to the Federal Reserve.

(f) Notification to Client of and batch or file level errors.

(g) An email to one email address (can be a group email) which will indicate the credit, debit and item count of the file being sent to the Federal Reserve.

(h) Retention of the ACH origination, return and acknowledgement files along with the associated file transfer audit trail for six years.

(i) Access to the XRoads Web, defined below, to view information about Client’s ACH file transmissions, perform ad-hoc searches, view transmission related details and history and view the acknowledgements.

3. Description of XRoads Originate Integration Services. The XRoads Originate Integration Service provides the connectivity to the Federal Reserve in order to facilitate Client’s account opening processes. This service facilitates integration for funding of those account openings and assists Client with completing the Federal Reserve’s ACH Participation Agreement.

4. Description of XRoads Automated Electronic Data Interchange (EDI) Report Delivery Services.

(a) To receive the Automated EDI Report Delivery Services, Client must contract with the Federal Reserve for the FedPayments Reporter services and complete the Federal Reserve’s paperwork to deliver EDI report files to the Federal Reserve’s Fedline Direct interface.

(b) Client will configure the Federal Reserve’s FedPayments Reporter service in such a manner as to direct EDI reports to the Federal Reserve’s Fedline Direct interface.

(c) This XRoads Service will also translate the Federal Reserve’s format into indexable formats and send the EDI report files as a zipped bundle to Client’s data center.

(d) Client will configure the EDI reports so the Federal Reserve receives the necessary information for the applicable EDI report, which will then be delivered to the XRoads system in the manner in which Client wants them delivered to its clients. If account numbers are to be combined, Client must combine them on the Federal Reserve’s FedPayments Report service.

(e) Client may use its cash management interface to allow access to the EDI reports within its storage system. Client is responsible for any fees associated with this interface.

(f) Upon Client request, the XRoads Services will include the provision of a monthly report to Client of EDI report volumes per account or a monthly electronic file in a pre-existing account processing commercial analysis file format. If Client requires a custom template development, Client will be charged the then-current ���������� programming rate.

5. Description of XRoads Extension Remote Services.

(a) ���������� will provide a secure data transfer service between ����������’s data center and Client’s designated facility utilizing the XRoads Extension Software, defined below. An architectural design review will be conducted with Client to identify the servers and environments in which XRoads Extension Software will be installed. ���������� will create installation packages for each server and distribute those to Client. Client will run the install software as per the instructions provided by ����������.

(b) ���������� grants to Client a non-exclusive, non-transferrable, non-sublicensable, limited, revocable license to install one copy of the object code version of the XRoads Extension Software, including any third party software embedded therein (collectively the “Extension Software”) on each server in the environments agreed upon by ���������� and Client. Client may not run or use the Extension Software; ���������� shall run and maintain the Extension Software as part of the XRoads Extension Remote Services. The foregoing license is granted during the term of the XRoads Services. Notwithstanding anything in the Agreement to the contrary, the Extension Software is provided “as is”, and ���������� shall not be liable for any damages, whether direct, indirect, incidental, or consequential arising from the installation or use of the Extension Software.

(c) The parties will establish connectivity with each system identified to have batch file inputs or outputs. Directory locations will be scanned for files with specific naming conventions at mutually agreed upon intervals, or a secure file transfer protocol (“FTPS”) can be used to connect to each system. ����������’s XRoads system will create transmission profiles based on information from Client or Client’s customers for each transmission to be established. The information gathered will consist of the type of data to be transmitted, the direction of the transmission, directory locations, file names, schedule and vendor test and production contact information. Batch files transferred by the XRoads Extension Remote Services will not be archived and retransmission is required by the source point to resend or place the file back in the proper directory.

(d) ���������� will bill for this service based on the number of transmission setups supported during any given month. If a batch file needs to be routed to the XRoads system within ���������� for edit checking, storage or data transformation, XRoads Transmission Service pricing will be billed in addition to the XRoads Extension Remote Services pricing.

(e) With respect to the compression and encryption functionality provided to Client as part of the XRoads Extension Remote Services, access to such compression and encryption functionality is provided “as is” and neither ���������� nor ����������’s third party vendor shall be liable for any damages, whether direct, indirect, incidental, or consequential arising from the use of or access to the compression and encryption functionality.

6. Description of Secure Data Exchange Services.

(a) The Secure Data Exchange web site (“XRoads Web”) facilitates the exchange of files between Client and the Client’s customers via hypertext transfer protocol secure (“HTTPS”). Files can be uploaded and downloaded via this web site up to 100 megabytes (“MB”). For files over 100MB, FTPS will be the only permitted file delivery or retrieval protocol. FTP Client software that is capable of putting or getting files and supports FTPS is required. Both FTPS and the XRoads Web will use the same logon and password. Email notification can be turned on to notify any of the parties that have access to the folder when a file is sent or picked up for that folder. Folders can be set to delete the file as soon as the file has been downloaded. If the folder is not set to delete the file, the file can be downloaded multiple times, but after 3 business days (or another time period reasonably determined by ����������) the file will be deleted by ����������. Client administrators will be added or deleted by ����������. Retention of the files is the responsibility of the sending or receiving parties; ���������� will not perform backups on data transferred via the XRoads Secure Data Exchange Service. Support services, including any described in the Agreement, are not included with Secure Data Exchange Services.

(b) XRoads Web access includes:

(i) Availability via the internet.

(ii) Menu options to pick-up, deliver and confirm receipt of files.

(iii) Upload and download of data files within system-identified file size limitations, via XRoads system-supported secure protocols.

7. Description of XRoads Commercial Payment Interface Services. XRoads Commercial Payment Interface Services includes Origination Services, defined below, and the Commercial Payment Interface Enterprise Service, defined below. These services manage connectivity to support the delivery of batch file transmissions for ACH origination, account reconciliation files, lockbox, EDI, or wire files.

(a) Commercial Payment Interface Connect Service (“Origination Services”). This service allows Client to outsource the connectivity to Client’s customers and their processors. The XRoads system will connect to Client’s customers or processors via one of ����������’s secure delivery options and edit/check National Automated Clearing House Association (“NACHA”) files along with other files in which Formatters have been developed. “Formatter” means data editing, splitting, combining, mapping, or translation based on using an existing XRoads system code that performs edit check and data mapping on files. This service includes assistance with data transmission or data format issues. The service provides standard validation and web client administration.

(i) Standard Validation:

(1) Allows Client to log into XRoads Web to validate the totals of files.

(2) Allows Client to delete incorrect file totals.

(3) Sends validated files to the processing system.

(4) Provides Client access to XRoads Web to view information about Client’s file transmissions, perform ad-hoc searches, view file transmission related details and history.

(ii) Web Client Administration:

(1) Allows Client to administer Client staff and customers connectivity to the XRoads Web site.

(2) Allows Client to determine access levels for all staff.

(3) Provides Client administrators with access, for Client’s customers, to XRoads Web for file pickup and/or file delivery.

(b) Commercial Payment Interface Enterprise Service. This service provides access to the XRoads Web-based client management system to enable Client to request new client file transmissions and view all data transfers associated with each of Client’s customers. The service includes supported payment data types, profile management, enhanced validation, reporting and balancing screen.

(i) Supported Payment Data Types:

(1) ACH - Supports the well-formed NACHA format for both balanced and unbalanced files.

(2) Account Reconciliation – Supports two separate file flows: (A) issue files from Client and (B) paid files sent to Client. Includes support for existing issue and paid file formats. Other formats can be created upon request, and will be charged at the then-current ���������� programming rate.

(3) Lockbox – Supports lockbox data that is passed through the XRoads system unaltered.

(4) For Clients utilizing the XRoads Automated EDI Report Delivery Service, Commercial Payment Interface Enterprise Service facilitates the Client management of customers’ EDI report delivery method. Supported delivery methods include fax, mail and email. EDI reports can also be sent to additional endpoints upon request (e.g., storage systems, processors or online banking vendors). These requests will be estimated and charged to Client at the then-current ���������� programming rate.

(ii) Client’s Customer and Processor Profile Management.

(1) A XRoads Web menu is made available for Client to manage information about each of its customers and related processors.

(2) The menu provides Client with the ability to add and access information including address, contact information, data types transmitted, and frequency.

(3) The menu provides Client with the ability to limit the aggregate file amount a Client’s customer is able to transmit through an individual file transmission setup throughout the course of the day.

(iii) Enhanced Validation.

(1) Two access levels, defined by separate menu options, provide the ability to validate or only view the information.

(2) Includes separation of ACH and issue files into separate menu options so Client personnel do not have access to other department transactions.

(3) Includes the ability to turn on validation for each company ID or account number in the Client profile screens and indicates if Client will validate.

(4) Includes an enhanced information display that includes customized menu headers for ACH versus issue and detailed information, such as company ID, SEC code, effective date and account number for each file displayed.

(5) Provides an indication of suspected duplicate files by highlighting in red and indicating the file is suspected of being a duplicate.

(6) Displays date and time that the file arrived as well as notes entered by Client at the time of file validation or deletion.

(7) Displays the “Setup Name” assigned to each company ID or account number.

(iv) Reporting.

(1) ���������� shall make available the following reports on the XRoads Web and downloadable as a csv file:

(a) Company and Processor Report - provides a list of all related data fields.

(b) Data Type Report - provides a list of all companies with their detailed data type information.

(c) Client Profile Transmission Report- displays files transmitted on a specific day and/or time window as well as applicable validation information.

(d) Outgoing Transmission Report- displays file transmission data that has been sent through the commercial payment interface setups.

(e) Exception Report - displays all files which did not arrive per the schedules for a specified date range.

(f) Over File Limit Report- lists failed transmissions that would have exceeded the daily file limit assigned to the setup.

(v) Balancing Screen.

(1) The function groups input and output files together and displays them in one balancing report or within separate reports.

(2) A report detailing the exceptions (that could cause data to not be sent) is provided to Client for all input and output files for each processing window. Additionally, a consolidated report is provided to Client on a daily basis which accounts for all processing windows.

8. XRoads Services Additional Terms.

(a) Protection of Data. Except as otherwise noted for a particular service, for the purpose of compliance with applicable ���������� standards, ���������� includes backups of Client files. Copies of transaction files are maintained by ���������� off premises in the event of a business continuity or disaster recovery event. ���������� provides systems security utilizing commercially reasonable standards to protect Client files from unauthorized access in compliance with ���������� standards. For data not entering the XRoads system, backups are not available unless the Client chooses to back up the data at their location.

(b) Provisions of Third-Party Service Provider. ����������, acting on behalf of Client as a Third-Party Service Provider (as defined in the NACHA Rules), will transmit ACH files originated or received through the Federal Reserve (“ACH Operator”) and shall comply with the rules, regulations and other requirements as defined by NACHA (“NACHA Rules”) in connection with Client originating ACH entries. For ACH files originated by Client, Client will be the Originator (defined in the NACHA Rules), and the Originating Depository Financial Institution (“ODFI”) and shall comply with NACHA Rules. The ODFI is solely responsible for entries originated by its employees. For ACH files received from the ACH Operator, Client will be the Receiving Depository Financial Institution (defined in the NACHA Rules), and shall comply with NACHA Rules. Client shall designate ����������, and ���������� will act, as an authorized sending and receiving point to the ACH Operator for ACH files that ���������� processes for Client. Client will be responsible for ensuring their procedures are compliant with the NACHA Rules.

(c) Connectivity. XRoads Services utilize industry standard secure protocols in accordance with ���������� standards and the terms set forth in the Agreement.

(d) Data Processing. ���������� will provide:

(i) Data editing, splitting, combining, mapping, or translation based on using an existing XRoads system code that performs edit check and data mapping on files (“Formatter”).

(ii) Detection of duplicate files using XRoads system techniques.

(iii) Automated verification of file delivery or receipt via email, which may include file amount totals.

(iv) Any customization of existing Formatters or request for new Formatters will be charged at the then-current ���������� programming rate.

9. Client Responsibilities. Client will be responsible for the following activities:

(i) Select one of the communication methods provided by ���������� for connectivity to either Client and/or its third party vendor.

(ii) Provide file layouts for non-ACH files for setup and troubleshooting purposes, as applicable.

(iii) Provide a schedule for delivery of files.

(iv) At Client’s expense, acquire its own personal computers each of which will be equipped with Microsoft Internet Explorer compatible browser software and the capability to access the internet in a manner that does not block communications with ���������� systems for the purposes of XRoads Services, or in the alternative, purchase a dedicated circuit and any required equipment.

(v) Provide ���������� with all third party vendor transmission information, including contacts, file data format and scheduling information for each data type. Client will notify ���������� if Client’s third party vendor makes a change to the file format, processing system or connectivity and additional fees may apply to such change.

(vi) Ensure (for each setup configuration) that: (1) the transmission end point can accept the source point file name and (2) the transmission source point appends the XRoads system identifier to each transmission.Client will notify ���������� if these conditions are not met. Additional development fees may apply for the XRoads system to translate the file names between the source and end points. There is one setup configuration per file. Any customization of standard naming conventions or requests for new naming conventions will be estimated and charged at the then-current ���������� programming rate.

(vii) Provide ���������� with reasonable access to the hardware, telecommunication lines, equipment, and owned or leased software located at Client’s facility for the performance of XRoads Services. Client will obtain vendor consents necessary for ���������� to use the hardware, telecommunication lines, equipment or software for the limited purpose of performing the XRoads Services. Client will be responsible for obtaining any such consent and for providing an alternative solution in the event a vendor refuses consent.

(viii) If for any reason Client declines or is unable to provide ���������� with the right to access any hardware, telecommunication lines, equipment or software, ���������� will be relieved of those affected obligations.

(ix) Verify ����������’s receipt of Client’s files by accessing the XRoads Web or by email notification.

(x) Provide ���������� with test data sets (“Test Data”) for use in testing transmission setups during implementation.Testing with live data is not recommended by ����������. Notwithstanding anything in the Agreement to the contrary, (A) Client is responsible for the breach of or improper disclosure of consumer personally identifiable information (PII) as a result of live customer data used as Test Data, (B) Client understands and accepts all risks of transmitting Test Data, and (C) Client releases, discharges, and shall indemnify and hold harmless ���������� and its employees, officers, directors, agents, and Affiliates for any and all liability, obligation, damage, or other loss arising out of the transmission, destruction, or loss of such Test Data, including without limitation any information security or privacy breach related to such Test Data.

(xi) If Client is accessing XRoads system secure FTP servers, Client shall provide the public IP address of their server(s) prior to production implementation.

(b) Client acknowledges and agrees that as part of the XRoads Services ���������� is authorized to transmit data to and from the core account processing system used by Client and to third parties designated by Client.