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Zelle Payment Services – Additional Terms

1. Services. ����������, itself and through its Affiliates and service providers, will provide to Client the Services described below (collectively, the “Services” for purposes of these terms) for the fees set forth in the applicable fee exhibit. Client may make the Services available to its members or customers, as applicable, (collectively, “End Users”) who have properly enrolled for an applicable Service, and who are authorized to use that Service by Client. To receive the Services, participants in Early Warning’s Zelle Network^® (“Zelle Network”) must be financial institutions that are insured by either the Federal Deposit Insurance Corporation or the National Credit Union Administration. For purposes of these terms, “Deposit Account” means a checking, savings or money market account. For the avoidance of doubt, all services indicated as provided by ���������� to End Users (including the collection of required account information of a Receiver or Recipient, whether from the End User, Receiver or Recipient) are provided by ���������� solely in its capacity as a service provider for, and on behalf of, Client, and are “Services” for purposes of these terms.

(a) Zelle Person to Person Services. ���������� and its service provider, Early Warning Services, LLC (“Early Warning”) will provide the payment services described herein (“Zelle”) that may include: (a) payments to a third party (“Recipient”), where the End User (“Sender”) provides the contact information of the Recipient or Receiver through which such Recipient or Receiver receives transaction notifications (e.g., an email address and/or mobile phone number) (a “Token”); (b) payments to Recipients where the Sender provides the required account information of the Recipient, as further described in the specifications made available by ���������� (the preceding subsections (a) and (b) are referred to as “Send Money”); and (c) sending requests for payment (“Request Money”) through the Service to the Token of other persons and the ability to view as well as pay requests for payment received through such Service from such persons. For the Request Money functionality, the End User may be a Receiver and/or a Requestor. For purposes of the Zelle Service, a “Receiver” means a person who receives a Request Money request through the Zelle Service and a “Requestor” means a person who sends a Request Money request to a Receiver through the Zelle Service; if such request is accepted, Requestors subsequently become Recipients. If ����������’s agreement with Early Warning terminates and ���������� thereafter no longer receives services from Early Warning in support of the Zelle Services, then the Zelle Services will automatically terminate. These terms are subject to Early Warning’s approval of Client for purposes of receiving the Services.

(b) Zelle Real-Time Payments. ���������� will enable the use of ����������’s NOW Network to facilitate the transmission of Zelle Service transactions on behalf of End Users (“Zelle Real-Time Payments”). Zelle Real-Time Payments constitute a portion of the Zelle Services. ���������� will specifically use the NOW Network via mutually-agreed upon connectivity to debit or credit funds to the Deposit Account of the End User, as applicable. In certain cases, such connectivity may require Client to license additional ���������� software, subject to a separate agreement with ����������; ���������� will promptly inform Client of any such requirement upon request. ���������� does not represent or warrant that Zelle Real-Time Payments are delivered instantaneously. Applicable payments may be subject to delays from third party networks, such as debit card networks (“Debit Card Networks”), and other delays not within ����������’s control, including without limitation delays resulting from funds availability policies of third party financial institutions.

(c) NOW Network. “Real-Time Payment Services” means the Services identified above in this Section 1 that utilize the NOW^® Real-Time Payment Network (“NOW Network”), which may include, without limitation, Zelle Real-Time Payments. Use of the Real-Time Payment Services is subject to Client’s participation in the NOW Network. Client will execute a NOW Network Participation Agreement prior to utilizing Real-Time Payment Services. In all cases, Client will comply with the bylaws and operating rules of the NOW Network (“NOW Network Rules”) and any applicable payment networks that are utilized in conjunction with the Real-Time Payment Services, which may include, without limitation, the Debit Card Networks. ���������� is not responsible for the performance, speed, or other acts or omissions of third parties that use the NOW Network or interoperate with the NOW Network, such as Debit Card Networks. ���������� will choose the method of delivery of Real-Time Payment Services payments via the NOW Network in its sole discretion based on available end points for delivery of such payments. Third party operators of networks that connect to the NOW Network, such as Debit Card Networks, shall not be considered to be subcontractors for purposes of the Agreement. ���������� will choose the Debit Card Networks in which ���������� will participate in its sole discretion.

(d) Consulting Services. ���������� will provide implementation, integration, training and support services for the Services. Client will reasonably cooperate with ���������� in the implementation of the Services. The subsequent implementation of new or expanded functionalities for such Services, if any, is subject to the mutual, written agreement of the parties in a statement of work or similar document. That statement of work shall specify the terms for such services, including without limitation the Fees for such services and the location of performance for such services. If Client requests any additional services outside the scope of those agreed to in the applicable statement of work, such services will be provided based on the availability of ����������’s resources and at ����������’s then-current rates. Specifically for any training services, ���������� will provide such training services to Client’s trainers (in a ‘train the trainers’ environment) as mutually agreed in writing, and Client’s trainers will be responsible for training Client’s associates. Unless expressly stated in the applicable statement of work, all professional services will be performed during ����������’s standard business operating hours at a site designated by ����������.

2. Performance.

(a) Support. As elected by Client with respect to the CheckFree bill payment service, and subject to payment of any applicable fees set forth therein, ���������� will provide first level support to Client's End Users (available only through CheckFree RXP). Such support will be available during ����������’s standard business hours. If ���������� determines, in its reasonable discretion, that any support issues are caused by any action of Client or its End Users, including without limitation abuse or misuse of the Services, any modification or addition to the Services not authorized or performed by ���������� or any failure of Client to maintain its technology or the Services, or any other circumstance outside of ����������’s control, then ���������� reserves the right to charge for any work performed by ���������� in investigating such problem at ����������’s then-current rates. Any troubleshooting or assistance requested by Client in connection with any such problems shall be provided at ����������’s sole discretion and at ����������’s then-current rates.

(b) .Customer Service Database. ���������� may provide Client with access to an online database containing recipient information (e.g., name and bank name) in connection with the Services. Client agrees to access the database only: (i) to effect, administer, or enforce transactions that result from the Services; (ii) to protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability related to the Services; (iii) for internal audit and regulatory examination purposes; (iv) to resolve consumer disputes or inquiries involving transactions that result from the Services, or (v) as permitted to access certain customer and transaction information in ����������’s possession and shall only use the recipient information of non-Client users within such database to complete Service transactions and for regulatory purposes. Client shall limit access to such database to its trusted employees and shall closely and regularly monitor such employees’ use of such database to ensure compliance with this provision. Client shall protect the database from security breaches at Client by establishing, maintaining and updating policies, procedures, equipment and software that are designed to safeguard the security and integrity of Client’s computer systems used to access the database. ���������� may provide Client with one or more identification numbers, passwords and/or other means of identification and authentication (collectively “Password”) to access ����������’s customer service database. Client agrees to: (A) take reasonable steps to safeguard the confidentiality and security of the Password; (B) limit access to its Password to persons who have a need to know such information; (C) notify ���������� promptly if Client has any reason to believe the security or confidentiality required by this provision has been or may be breached; and (D) immediately change the Password if Client knows or suspects that the confidentiality of the Password has been compromised in any way..

(c) Current Release. Client will perform duties reasonably necessary to be on the then-current commercially-available release of each Service.

3. Risk Management.

(a) Risk Procedures. ���������� will abide by its standard risk and fraud detection procedures and processes related to End Users’ use of the Services as may be updated or modified from time to time (“Risk Procedures”). ���������� will make available a summary of its then-current Risk Procedures to Client upon request. Client shall reasonably cooperate with ����������’s Risk Procedures, and for all funds transfer services included in these terms, Client shall (i) promptly respond to ����������’s reasonable requests to verify account ownership or any ���������� fraud investigation with respect to a Deposit Account held at Client, regardless of the transaction origin; (ii) promptly send returns information to ���������� via an ACH returns file, chargeback process, or daily batch feeds, as mutually agreed; and (iii) request and obtain a Written Statement of Unauthorized Debit signed and completed by its claimant or End User prior to initiating a debit return pursuant to the ACH Rules. ����������’s Risk Procedures and Section 3(c) only apply to Zelle transactions that are initiated via End User interfaces hosted by ���������� (e.g., not transactions that are processed by Early Warning via ZellePay.com or the Zelle^® app).

(b) Transaction Losses. For purposes of these terms, a “Transaction Loss” is a loss that occurs because the associated transaction was rescinded as unauthorized or has been returned and is un-collectable.

(i) Zelle Services. ���������� shall not be liable for any Transaction Losses incurred by Client for the Zelle Services, including but not limited to fraud losses or risk of loss, arising out of Client’s use of the Zelle Services; liability for Zelle Network related Transaction Losses is addressed in Early Warning’s Zelle Network^® Participation Rules (the “Zelle Network Rules”).

(ii) Real-Time Payment Services. Notwithstanding anything to the contrary in the Agreement, ���������� shall not be liable for any Transaction Losses incurred by Client for the Real-Time Payment Services, including but not limited to fraud losses or risk of loss, arising out of Client’s use of the Real-Time Payments Services; liability for Transaction Losses is addressed in the NOW Network Rules.

(iii) Trial Deposits. Client shall be responsible for all losses incurred by ���������� related to trial deposits sent to External Accounts that cannot be recouped by ���������� from the External Account.

(c) Recovery of Transaction Losses.

(i) Regardless of who bears the Transaction Loss on a particular transaction, ���������� will, in its capacity as a service provider for, and on behalf of, Client, attempt to recover the Transaction Loss from the End User for transactions that are greater than $500 and initiated as exceptions through a payment network (e.g., ACH or Debit Card Network). Client shall provide ���������� with reasonable assistance in recovering such loss.

A. Resubmission and Offsets. If pursuant to the Services a credit is released and the corresponding debit or a portion of any such debit has failed, ���������� reserves the right to resubmit or issue a new debit transaction for the uncollected portion of such debit. If ���������� is unable to recover the uncollected portion of the debit, then ���������� may additionally debit any of the End User’s other accounts that are accessible via the Services to offset the uncollected portion.

B. Compensation and Assignment. If ���������� is unable to recover the Transaction Loss from the End User, then Client shall compensate ���������� for such loss within 30 days of receiving a reclamations statement from ����������.

(ii) Suspensions. ���������� may suspend or deny access to End Users, Requestors (if applicable), Receivers (if applicable) and/or accounts associated with such End Users, Requestors, Receivers and/or any counterparties if it receives any returns from an account associated with them whether with Client or another financial institution, if ���������� is owed Transaction Losses in connection with the applicable End User, or if ���������� anticipates any potential losses arising from any such account(s), including without limitation due to concerns regarding fraud.

(iii) LOIs. In the event that ���������� has to provide a Letter of Indemnity, hold harmless letter or related documentation (each an “LOI”) to another financial institution to recover Transaction Losses and there is a claim made under the LOI, then Client shall be responsible for all amounts relating to such claim pursuant to the ACH Rules.

(iv) NOW Network and Debit Card Networks. Notwithstanding anything to the contrary in the Agreement, NOW Network and Debit Card Network settlements are final except as set forth in the applicable NOW Network Rules and Debit Card Network rules and recovery may not be possible; however, if such applicable rules allow for reversal of funds, ���������� may attempt to recover such funds from the destination account.

(d) Limits. This Section is only applicable for funds transfer services included in these terms. For purposes of these terms, “Limits” means default transaction and Service limitations, which may or may not include, without limitation, amount limitations, velocity limits and, if applicable to the Service, transaction speed limitations that are documented within the Service.

(i) Establishment of Limits. ���������� will provide default Limits within the ���������� system for the Services. Client and ���������� shall mutually agree upon any modifications to such Limits. End Users of the ���������� Services may perform transfers only within the Limits.

(ii) Limit Adjustments. If ���������� (1) identifies a sudden unanticipated increase in Transaction Losses and believes it prudent to take immediate action to reduce Limits; or (2) identifies an unanticipated risk increase as to an individual End User, based on ����������’s risk assessment tools, then as to each of the preceding cases, ���������� shall have the right at any time, but not the obligation, to (x) reduce Limits in an amount and for a duration determined by ���������� in its sole discretion, (y) process transactions using a “good funds only” model, and/or (z) suspend the affected Service. Client will promptly work with ���������� to analyze the cause(s) of such losses and to take appropriate measures to remedy such cause(s).

(e) Access by Client Employees. If Client employees or associates access the Services on behalf of End Users, then Client shall be responsible for the authentication and authorization of such employees and associates, as well as all resulting access and use of the Services and the User Data (defined below) and other End User, Recipient, Receiver and Requestor information, if applicable.

(f) Threatening Conditions. If ���������� reasonably believes that the Services, or Client’s or any End User’s conduct in using the Services (including without limitation an End User intentionally initiating fraudulent or unauthorized transfers, account access or violating any agreement under which it has been provided access to the Services) violates any applicable laws, rules, regulations or industry standards, or otherwise poses a threat to ���������� or any ���������� client’s system (including without limitation any ���������� System), security, equipment, processes, intellectual property or reputation (“Threatening Condition”) and if, in the reasonable and good faith determination of ����������, the Threatening Condition poses an imminent or actual threat (including without limitation regulatory investigation, inquiry or penalty), ���������� may suspend any and all use of the applicable Service until such Threatening Condition is cured. ���������� will promptly notify Client of such suspension, including the identity of the affected End User(s) as needed, and both parties will use reasonable efforts to cure or cause the correction of the Threatening Condition following such notice. ���������� may terminate Client’s and/or End User’s use of the Services without further requirement of notice if the Threatening Condition remains uncured more than 30 calendar days after ���������� notifies Client of the Threatening Condition.

(g) Obligations to End Users and Recipients.

(i) As between Client and ����������, Client will be solely liable to End Users and Recipients for completion of the funds transfers described in Section 1 hereof by payment of good funds in the correct amount and in a timely manner to the designated bank account (regardless of whether the bank account information was provided by End User or collected from the Recipient) and is the “financial institution” for purposes of the Zelle transactions and their compliance with applicable laws. Without limiting the preceding sentence, Client will at all times remain responsible for making any consumer whole in connection with any failure to transmit money through the Services.

(ii) Notwithstanding anything to the contrary in the Agreement, Client will indemnify, defend, and hold harmless and release ���������� and its Affiliates and their officers, directors, and employees from and against any claims, actions and other proceedings by an End User or Recipient relating to the Services or arising out of or relating to Client’s breach of its obligation to make any consumer whole as set forth in the preceding sentence in Section 3(g)(i).

4. Additional Terms and Conditions.

(a) U.S. Only Services. Client will only make the Services available to End Users who hold U.S. accounts with Client. As of the Effective Date of these terms, Real-Time Payment Service transactions via Debit Card Networks are only available in the 50 states of the United States and the District of Columbia.

(b) Compliance.

(i) Warranties. Client represents and warrants to ���������� that it has taken and will continue to take whatever action may be necessary to comply with all applicable laws, rules, statutes and regulations (and any interpretations thereof and rules promulgated thereunder), including, but not limited to, the USA Patriot Act, the federal Bank Secrecy Act, federal and state laws and regulations relating to money transmission, currency reporting and the prevention of money laundering, any rule or regulation issued by a regulatory body, including the U.S. Office of Foreign Assets Control, the Electronic Fund Transfer Act and its implementing Regulation E, and the bylaws and operating regulations of any payment network or organization through which transactions are being processed, to enable it to offer and provide the Services to its End Users, and to otherwise register and activate End Users to make use of the Services and other ���������� services that may be provided under these terms and conditions, including, but not limited to, any necessary pre-registrations, consents and authorizations from and notices to its End Users. The parties acknowledge and agree that ���������� is relying on Client's performance as described in this Section in ����������’s performance of the Services.

(ii) Indemnification. Notwithstanding anything to the contrary in the Agreement, Client will indemnify, defend, and hold harmless and release ���������� and its Affiliates and their officers, directors, and employees from and against any claims, actions and other proceedings, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to any breach of the preceding representation and warranty or this clause. The foregoing indemnification obligation shall not be subject to any limitations on Client’s liability otherwise set forth in the Agreement. Client shall, at its own cost and expense, not subject to reimbursement, defend all such actions, suits or proceedings, and satisfy all judgments, orders or decrees with respect to the foregoing, and ���������� shall provide Client with prompt notice of any claim for indemnification, cooperation in the defense and settlement of such claim, and grant Client control over the defense or settlement of such claim.

(iii) Records. Client shall maintain all records and prepare and file any necessary forms, reports or other documentation, including without limitation, suspicious activity reports or currency transaction reports required to be filed in accordance with laws applicable to Client. Client shall immediately notify ���������� of instances of suspected fraud, money laundering, terrorist financing, or other illegal activities determined within Client's reasonable discretion and involving the Services. Client will not use Customer Social Security numbers or Federal Employer Identification Numbers in any unique identifiers (e.g., customer ID) that Client designates within the Services; ���������� will not be responsible for any resulting liability if Client violates this sentence.

(iv) Receipts. Receipts for applicable Services provided to End Users by Client will be provided by Client and contain contact information for Client and no details regarding ����������.

(c) Required Modifications. If any modification to any Services is required by law or governmental regulation, or is necessary based on any payment processing requirements, ���������� and Client shall use commercially reasonable efforts to comply in a timely manner. ���������� may make any modifications, changes, adjustments or enhancements to the Services that ���������� deems to be suitable.

(d) ACH Rules.

(i) Client acknowledges that with respect to Services transactions resulting in Automated Clearing House (ACH) payments (“ACH Payments”), (A) Client is the Originator under the Operating Rules of the National Automated Clearing House Association (“ACH Rules”) for ACH Payments that an End User submits for processing and Client will have all responsibilities and liabilities of an Originator under the ACH Rules for such ACH Payments; and (B) neither ���������� nor Early Warning is the Originator under the ACH Rules.

(ii) ���������� will be a Third-Party Sender (as defined in the ACH Rules) with respect to such ACH Payments and will have all of the responsibilities and liabilities of a Third-Party Sender under the ACH Rules with respect to such ACH Payments.

(iii) Client will comply with all applicable ACH Rules and will not originate transactions in violation of any applicable law.

(iv) ���������� will facilitate processing ACH Payments submitted by End Users by transmitting ACH files to one or more ODFIs that have agreed to originate ACH Payments for the Service. Client authorizes ���������� and the ODFI to originate entries on behalf of Client to the accounts designated in the information provided for a payment to be made for the Service (“Payment Instructions”). When ���������� receives a Payment Instruction, Client authorizes ���������� to debit the End User’s account for the amount of any such Payment Instruction plus any related fees in effect (and as disclosed by Client to the End User) at the time the End User initiates the Payment Instruction, and to remit funds on Client’s behalf. Client also authorizes ���������� to credit the End User’s account for the receipt of payments, including but not limited to those payments returned from Receivers to whom the End User sent payment(s) and those payments that were cancelled and returned to the End User because the processing of the Payment Instruction could not be completed.

(v) Client agrees that the ODFI has the right to review and monitor Client’s ACH Payments, and audit Client’s compliance with this Section and the ACH Rules.

(e) User Data.

(i) Client and End Users may be required to share certain data with ����������, including without limitation: (A) the Recipient’s or Receiver’s name, e-mail address, mobile phone number and other token information; and (B) Account or Deposit Account information (e.g., financial data, user identification, login and password and personal information (including without limitation birth date, IP address and Social Security number), as well as the ABA Routing and Transit Number that are specific to an End User's or Recipient’s Account or Deposit Account) (collectively, “User Data”). ���������� and its service providers may use the User Data solely for the performance of the Services on behalf of Client, in accordance with the Gramm-Leach-Bliley Act, its implementing regulations and other applicable laws, including (without limitation) any use to effect, administer or enforce a transaction or to protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability. Provided that the source of the information is not disclosed and the information is used in conjunction with other independent information, ���������� may use, store and disclose User Data and other such information acquired in connection with the Services in statistical form for pattern recognition, modeling, enhancement and improvement, system analysis and to analyze the performance of the Services.

(ii) ���������� may supply User Data to any law enforcement agency if ���������� or any ���������� client has suffered or may reasonably be expected to suffer a loss as a result of fraudulent or suspicious activity performed by the End User, Recipient, Receiver or Requestor. Client shall identify a representative as a point of contact or a subject matter expert if such law enforcement agency requires supplementary information on such End User, Recipient, Receiver or Requestor.

(iii) ���������� may retain all User Data during and after these terms or the Agreement terminate or expire for audit, regulatory compliance, risk management purposes and as permitted by applicable law and regulations and/or to the extent it is required to do so in connection with payment network or organization rules and regulations or similar applicable industry requirements.

(iv) Without limiting anything herein or any provisions of the Agreement, for the avoidance of doubt, the parties hereby agree that the User Data of End Users is customer information of Client for purposes of the Gramm-Leach-Bliley Act and its implementing regulations.

(f) Terms of Service and Enforcement.

(i) Client will enter into a written agreement regarding the Services with End Users (“Terms of Service”). Client acknowledges that the Terms of Service are between Client and its End Users, not ����������.

(ii) As part of ����������’s standard product documentation it generally provides to its financial institution clients, ���������� may make available to Client sample general terms and conditions that Client may consider in establishing the Terms of Service. Any terms that are required by ���������� to be present in such terms and conditions without substantial modification will be marked as such; Client will not substantially modify such marked terms and conditions without the prior, written approval of ����������. Furthermore, if ���������� provides sample terms and conditions and Client elects to modify such terms and conditions, then ���������� will not be obligated to host such modified terms and conditions, unless the parties agree otherwise in writing.

(iii) In its Terms of Service or other governing agreement between Client and the End Users for the Services, Client will include (A) disclaimers of incidental, indirect, consequential, special, punitive, and exemplary damages; and (B) quantified limitations on direct damages that, with respect to both (A) and (B), may be claimed or alleged by such End Users arising out of or relating to the Services. Such disclaimers and limitations must extend to Client’s third party suppliers or providers (but do not need to specifically reference ����������). Client will enforce such disclaimers and limitations in claims, lawsuits and proceedings brought by Client’s End Users. In addition, Client shall disclose in the Terms of Service that (X) Client is the sole party liable to End Users for transfers conducted using the Services; and (Y) as between Client and the End Users, Client is solely liable to Recipients to the extent any liability attaches in connection with transfers via the Services.

(g) Credentials. ���������� may provideone or more identification numbers, passwords and/or other means of identification and authentication (collectively “Credentials”) to access certain functionalities of the Services. All Credentials shall at all times be considered ���������� Information.

(h) Termination/Non-Renewal. In the event of termination or non-renewal of these terms or the Agreement, Client shall: (i) comply with all applicable laws, including laws governing notification of End Users prior to discontinuation of the use of the Services; and (ii) be financially responsible for any transactions returned on any of its End Users’ Deposit Accounts after the termination date, whether or not the returns are proper and timely. Following receipt of Client’s written certification of Client’s compliance with the foregoing, ���������� will, for a period not to exceed 60 days, continue to process transactions that were initiated prior to the effective date of termination (e.g., returns).

(i) Press Release.���������� may include Client’s name and logo in ����������-issued marketing materials (including a press release) that identifies Client as a ���������� customer of the Zelle Services provided under these terms.

(j) ETES. Client will utilize the event triggered email service (“ETES”), a ���������� messaging program service operated by ���������� at no additional charge that is designed to increase usage and continued adoption of the Zelle Services among Customers, so long as ���������� offers ETES.

(k) Post-Launch Marketing. Upon implementation of the Zelle Services, Client will execute a post-launch marketing program, leveraging the pre-approved marketing resources available at no additional cost on the ���������� Impact Marketing Portal (or any successor site), for the promotion of the Zelle Services to its End Users. As part of such program, Client will leverage ���������� offered marketing resources that ���������� makes available to drive the adoption of the Zelle Services.

(l) Vetting and Compliance. Client agrees to complete all Zelle Services vetting and compliance requirements within 30 days of entering into these terms.

5. Third Party Terms (cannot be modified by Client).

(a) End User Verifications. ���������� is authorized to rely on data provided by third parties and is not responsible for the accuracy of such data in connection with its performance of the Services. Client further acknowledges and agrees that: (i) third party data is obtained from databases whose accuracy, timelines and coverage are not guaranteed; (ii) the data used to verify an End User is obtained from third parties; (iii) ���������� does not warrant or guarantee the identity of the End User, but merely receives a result from a third party provider (“Result”) which is derived, in part, from information entered by the End User; (iv) ���������� will use the Result to attempt to verify the identity of the End User; and (v) the Result and related verification and authentication services will be only used for the purpose of verifying the identity of the End User and will not be used, in whole or in part, as a basis for determining the eligibility of an End User for credit, insurance or employment or to take ‘adverse action,’ as defined in the Fair Credit Reporting Act or similar laws. Client will not copy or retain any authentication questions or the End Users’ answers to such questions or use such questions for purposes other than identity verification and End User authentication, except (1) as required by law and (2) that Client shall be permitted to use and retain the pass/fail indication returned by the Services along with any related explanatory information/codes for risk management or other internal purposes permitted by law. Client will not reverse engineer or create derivative works based on the identity verification and authentication elements of the Services (or the technology used to provide such Services). Client acknowledges and agrees that ���������� and its third party providers referenced above recommend that Client use a manual verification process if a Result does not meet or exceed the threshold for a positive verification, as defined solely by Client, or if Client receives a flag (indicating a possible match) from a fraud detection database.

(b) End User License and Consent. Client hereby consents to ����������’s disclosure of the User Data to certain ���������� supplier(s) solely in connection with the verification and authentication of the End Users and subject to these terms and the Agreement. Client acknowledges that such verification and authentication services are proprietary and confidential and shall be treated as ���������� Information under the Agreement. Client grants to ���������� and ����������’s applicable supplier(s) a non-exclusive, non-transferable, except as provided herein, right to use, copy, store, modify and display the User Data solely to the extent necessary to provide the Services. Client represents that it has obtained all necessary End User agreements or consents as may be reasonably required to grant such license rights to ���������� and its supplier(s).

(c) Early Warning. Use of the Zelle Services is subject to Client’s execution of a Real-Time Network Participation Agreement; provided, however, that if Client holds more than $8 Billion in assets in its depository accounts, or exceeds such $8 Billion threshold at any point, Client must execute a Zelle Network Participant Agreement (“Early Warning Participant Agreement”), a copy of which will be provided to Client upon request, prior to utilizing the Zelle Services. If Client’s asset size exceeds the $8 Billion threshold, ����������’s continued provision of the Zelle Services to Client is contingent on Client’s payment of ����������’s then-current rates for the Zelle Services for financial institutions that hold over $8 Billion in assets. Each affiliate of Client that will offer the Zelle Services to its End Users must sign an Early Warning Participant Agreement if such affiliate holds over $8 Billion in assets in its depository accounts, and must also be a financial institution that is insured by either the Federal Deposit Insurance Corporation or the National Credit Union Administration. For purposes of the Network Rules, Client agrees that ���������� is Client’s Processor as to the Services under these terms. Client agrees that Early Warning, LLC, and any of its affiliates involved in providing the Zelle Services are intended third-party beneficiaries of these terms, including the Real-Network Participation Agreement, and any Early Warning Participant Agreement.

(d) Boku Identity – Phone Ownership Verification. Client must ensure that End Users agree to the following (or substantively the same clause using corresponding definitions from Client’s terms with End Users), except as ���������� and Client otherwise agree in writing:

End User authorizes End User’s wireless carrier to disclose information about End User’s account, such as name, billing address, email, phone number, location information, subscriber status, payment method and device details, if available, to Client and Client’s third party providers to support identity verification, fraud avoidance and other uses in support of transactions for the duration of End User’s business relationship with Client. This information may also be shared with other companies to support End User’s transactions with Client and for identity verification and fraud avoidance purposes.

In the event Boku Identity’s (or its successors’) mobile carriers determine subsequent changes to the above requirements are required, ���������� will provide written notice detailing such changes to Client, and Client agrees to implement such changes to the above requirements within a commercially reasonably time frame.

(e) Iovation – Device Intelligence Data. Client must ensure that End Users agree to the following (or substantively the same clause using corresponding definitions from Client’s terms with End Users), except as ���������� and Client otherwise agree in writing:

Client may share certain personal information and device-identifying technical data about End User and End User’s devices with third party service providers, who will compare and add device data and fraud data from and about End User and End User’s devices to a database of similar device and fraud information in order to provide fraud management and prevention services, and identify and block access to the applicable service or Web site by devices associated with fraudulent or abusive activity. Such information may be used by Client and its third party service providers to provide similar fraud management and prevention services for services or Web sites not provided by Client. Client will not share with service providers any information that personally identifies the user of the applicable device.