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Account Processing Software (DNA) – Additional Terms

1. SOFTWARE LICENSE.

(a) Software System. The Software components listed in the applicable fee exhibit related to DNA are licensed to Client in exchange for Client’s payment of the corresponding license fees, subject to the additional limitations set forth in the applicable fee exhibit. The Software will be delivered to Client by overnight delivery or electronic transfer on the effective date of the Agreement or the applicable purchase order or amendment adding such Products hereto.

(b) Third Party Software. For any third party Software or portions of Software that is provided by or licensed from a third party, such software and other third party programs or components licensed in connection with the DNA Software (collectively, “Third Party Programs”) are being licensed solely in connection with the associated portion of the Software licensed in connection with the DNA Software and are subject to the additional third party provider terms and conditions of such Third Party Program licensor, including those set below related to such Third Party Programs from Oracle. If there is a conflict between such additional terms and conditions and these terms or the Agreement, the additional terms and conditions for Third Party Programs shall control. If any of ����������’s obligations under these terms or the Agreement with respect to the Third Party Programs described in these terms of use are directly or indirectly dependent on entering into or having an agreement with a third party, or otherwise directly or indirectly dependent on the actions or omissions of a third party, ���������� shall use commercially reasonable efforts to enter into such agreement on reasonable terms and conditions, or use commercially reasonable efforts to obtain such action, and provided that ���������� has complied with the terms hereof and if ���������� is unable to enter into an agreement with such third party or obtain such action, ����������’s obligations hereunder shall immediately terminate and ���������� shall not be liable for its inability to perform such obligations and shall be relieved of any such obligations hereunder. If any such termination resulting from Third Party Programs is to occur, ���������� will notify Client of any such termination as soon as commercially practicable, and ���������� will attempt to offer Client a reasonable alternative solution, on mutually agreed upon terms, if commercially practicable.

(i) For purposes of any Third Party Programs provided by Oracle USA, Inc. or such other applicable Third Party provider on behalf of Oracle or its affiliates (or their successors) (“Provider”) and licensed through ���������� or its Affiliates, the following terms shall apply for such Third Party Programs.

A. The Third Party Programs (including any and all source code sent in connection therewith) are subject to a restricted license. Client may only use the Third Party Programs in unmodified form as part of and in connection with the DNA System licensed to Client under the Agreement. Client will use the Third Party Programs solely for Client’s internal business operations, subject to the terms of the Agreement. Notwithstanding the foregoing, Client may allow its agents, contractors or outsourcers to use the Third Party Programs on Client’s behalf for the purposes set forth in the Agreement, provided that Client shall at all times remain responsible for such agent’s, contractor’s and outsourcer’s compliance with these terms and the terms of the Agreement. Any third party technology that may be appropriate or necessary for use with some Third Party Programs may be specified in the documentation or otherwise provided to Client by ����������. Such technology is licensed to Client only for use with the DNA Software and is subject to the terms of the Agreement, the applicable Software Products Exhibit and these terms as well as any applicable third party license agreement(s) specified in the documentation or otherwise provided to Client by ���������� or a third party. Unless otherwise specified, if there is conflict, the terms of any such third party license agreement shall govern. Client may not: (a) modify the Third Party Programs; (b) use the Third Party Programs for rental, timesharing, subscription service, hosting, or outsourcing; (c) remove or modify any markings or notices of a third party provider’s or its licensors’ proprietary rights; (d) reverse engineer (unless required by law for interoperability), translate, disassemble or decompile any Third Party Programs or otherwise, the source code from the object code of any Third Party Programs (including without limitation the review of data structures or similar materials produced by the Third Party Programs); (e) duplicate or otherwise copy the Third Party Programs except for a sufficient number of copies to allow for the Client’s licensed use under the Agreement and one copy of any physical media containing the Third Party Programs for disaster recovery purposes; (f) publish or otherwise share any results of any benchmark tests run on the Third Party Programs; (g) make the programs available in any manner to any Third Party for use in the Third Party’s business operations; (h) create derivative works from any Third Party Program, provided that ownership of any unauthorized derivative works shall vest in the applicable Provider; or (i) use any trademarks, service marks or other marks or logos of any third party provider without ����������’s and such third party provider’s express prior written authorization. Notwithstanding any limitations set forth in the Agreement, Client will defend, indemnify and hold harmless ���������� and its Affiliates (and their respective employees, officers and directors) against any claims, indemnification requests or such actions brought by or on behalf of a third party provider resulting from Client’s breach of any of the foregoing.

B. Without limiting or modifying ����������’s ownership rights set forth in the Agreement, the third party providers (and their licensors) retain all ownership and intellectual property rights to the Third Party Programs and any other materials or developments provided by the third party provider hereunder. Nothing herein passes title in the Third Party Programs to Client or any other party.

C. Client agrees to install the Third Party Programs only on the hardware specified in the Agreement or as otherwise approved by ���������� in writing. Client acknowledges and agrees that certain Third Party Programs are only appropriate for use or interoperation with certain equipment designated as “approved” by ����������’s applicable third party provider. Notwithstanding anything to the contrary in the Agreement, Client shall not transfer the Third Party Programs from the original agreed upon location (as may be specified in the Agreement), except for a temporary transfer in the event of a computer malfunction or other such disaster.

D. Notwithstanding anything to the contrary in the Agreement, Client shall not assign, give, or transfer the Third Party Programs or any interest therein to any other individual or entity without the prior written consent of ���������� and the third party providers. If Client grants a security interest in the Third Party Programs (and/or any services relating thereto), the secured party has no right to use or transfer the Third Party Programs or such services.

E. Client will treat all Third Party Programs in accordance with all confidentiality obligations set forth in the Agreement and, at least: (a) take all reasonable steps and the same protective precautions to protect the Third Party Programs from disclosure to third parties as Client would with its own proprietary and confidential information; and (b) refrain from disclosing any Third Party Program or proprietary information contained therein, except to its bona fide individuals whose access is necessary to enable such party to exercise its rights hereunder. Client agrees that, prior to disclosing any Third Party Program or proprietary information relating thereto to any third party, Client will obtain from that third party a written acknowledgment that such third party will be bound by the same terms as specified in this Section and the Agreement, as applicable, with respect to the Third Party Programs and such information. Notwithstanding anything to the contrary in the Agreement, except as it relates to “non-public personal information” of Client’s customers (as defined in Title V of GLB), the third party provider’s obligation to maintain confidentiality of any Client information will not exceed 5 years from the date of disclosure.

F. Client shall discontinue all use of the Third Party Programs upon termination of the DNA Software maintenance services and shall destroy or return to ���������� all copies of the Third Party Programs and documentation relating thereto.

G. ���������� (on behalf of the third party provider) shall have the right to audit Client’s use of the relevant Third Party Programs, at ����������’s expense, or to assign such audit right to the relevant third party provider(s). Client will provide reasonable assistance and access to information to ���������� or the third party provider(s), as applicable, in the course of such audit. Client agrees that ���������� may share the results of such audit and a copy of the Agreement (and any relevant documents relating thereto) with the third party providers.

H. EACH PROVIDER AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED. NEITHER PROVIDER NOR ANY OF ITS THIRD PARTY SUPPLIERS SHALL HAVE ANY LIABILITY (INCLUDING A DISCLAIMER OF ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL, INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, REVENUE, DATA OR DATA USE) TO CLIENT, ITS AUTHORIZED END USERS OR ANY THIRD PARTY AS A RESULT OF ANY SUCH PARTY, PERSON OR ENTITY’S USE OF THE THIRD PARTY PROGRAMS OR ANY SERVICES RELATED THERETO.

I. ���������� may terminate any maintenance and support provided for the Third Party Programs upon written notice if Client fails to maintain and timely pay for such support. Client may have to pay reinstatement and/or other maintenance related fees if Client requests reinstatement after any cancellation or termination of maintenance or support for any Third Party Programs.

J. In the event of a transfer of the Third Party Programs to a separate location and/or use in the event of a disaster, all such use (and the timing of such transfer) will be subject to the terms of Oracle’s then-current Software Investment Guide, a copy of which ���������� will make available to Client upon request.

K. Notwithstanding anything to the contrary in the Agreement, Client acknowledges that the Third Party Programs may contain open source software.

L. Notwithstanding anything to the contrary in the Agreement, the Uniform Computer Information Transactions Act shall not apply to the Third Party Programs.

M. For purposes of the Third Party Programs, the third party providers are express third party beneficiaries to these terms.

N. Upon payment in full of the license fees due under the Agreement for Oracle and only if the Oracle Enterprise Edition is licensed to and listed in the applicable fee exhibit, ���������� licenses to Client the Oracle Enterprise Edition ASFU Asset based license package with the Oracle features identified below (the “Oracle Programs”) which may be used solely with the DNA Application Package (as defined below).

Oracle Program features

· Enterprise Edition · Diagnostic pack · Tuning pack · Oracle Advanced Security · Hyperion SQR Production Reporting (runtime and development) · Allows unlimited Oracle use with the DNA Application Package

DNA Application Package defined

· DNA Base Product fully-integrated retail and business banking delivery, including the following: o Teller and platform processing along with back-office functions and file processing o Person-centric banking with our relationship-based central information file (CIF) o Deposit and loan product support o Real-time & batch transaction processing, Complete end-of-day processing o Automated batch-related end-of-day processing · DNAmarket suite · DNA API · DNAapps created by DNAcreator ��

(c) Interfaces. Software licensed hereunder include the interfaces or extract files identified in the applicable fee exhibit for sharing information from or to the Software system (“Interfaces”). For Interfaces developed and maintained by ����������, ���������� shall only be responsible for maintaining such Interface to meet the specifications provided to ���������� in writing. Any changes to or new Interfaces will be subject to additional charge. For Interfaces to be developed and maintained by Client or its third party vendor, ����������’s sole obligation will be to provide interface specifications and if such specifications are to be provided to a third party they will not be shared until such third party agrees to ����������’s written agreement to protect the confidentiality of such specifications. Access to and use of any Interface is subject to ���������� entering into or having a reasonable agreement with such third party and such agreement remaining in full force and effect. ���������� shall not be liable for any delay or failure to receive access to or use such interfaces maintained by Client or third party vendors, or any ���������� provided Interface for which the third party system is not accessible for reasons outside of ����������’s control or due to third party interface specification changes made without reasonable prior notice to ���������� for development and testing of any updates for use of such specifications.

(d) Computer System. The computer system for the DNA Software shall be the minimum specifications required to run the Software as set forth in the applicable documentation, as may be updated by ���������� from time to time.

(e) Additional License Terms. The following additional terms apply to the Software licensed under these terms:

(i) Upon cancellation, completion, expiration or termination of the license or the applicable maintenance services for any reason, all monies paid or due and owing under from Client for the Software shall be deemed non-refundable.

(ii) Client shall not remove or modify any markings, identification, copyright or other notices of ����������, its Affiliates or any third party from the Software or applicable documentation.

(iii) Client shall not disclose results of any performance information, analysis, or program benchmark tests of the Software or any portion thereof without ����������’s prior written consent.

(iv) Client agrees that any applicable Software licensed by Client through the ���������� DNAappstore shall be Software modules licensed to Client pursuant to these terms and if developed by third parties shall be third party software subject to these terms. All license fees associated with the DNAapps shall be due and payable in full upon Client’s order of such DNAapps and applicable maintenance fees shall be due on ordering and each year thereafter.

2. SOFTWARE SERVICES.

(a) Implementation Services. ���������� shall, to the extent possible, convert machine readable Client files provided by Client or its third party vendor to make them compatible with the Software.

(i) Project Planning. The parties will meet at a mutually agreeable time to review required implementation tasks, set dates for such tasks, and establish a mutually agreeable implementation and conversion plan in accordance with ����������’s then current guidelines for installation and implementation of the Software. After such project planning meeting, ���������� will prepare a project plan specific for Client’s conversion to the Software. Upon receipt of such plan, Client will assign the necessary personnel resources to the tasks identified in such plan. Client will install, configure and make fully operational any computer hardware and software by the scheduled date(s) specified in the plan.

(ii) Conversion Services. Client agrees that limited account history will be converted as part of the conversion process and that not all information in Client’s existing database will be converted. Client will complete multiple and thorough reviews of the data that ���������� converts based on information that is provided by Client (itself or through its current account processing vendor). With respect to any additional account history or data that Client desires ���������� to convert from programs not provided by ���������� and expressly agreed by ���������� in the Agreement, ���������� will charge Client for such services at ����������’s then current fees for such services.

(iii) Data. Client will provide ���������� with all information necessary for ���������� to convert Client’s data as set forth in the plan including, without limitation, the following: (A) current copies of all data files containing information to be converted on established industry media; (B) electronically formatted file descriptions defining the contents of the data files; and (C) copies of all printed reports pertaining to the information contained within the data files. Client is responsible for the accuracy and completeness of all Client files provided to ���������� during the conversion. ���������� is not responsible for any damages incurred as a result of any data provided by Client or Client’s third party vendors.

(b) Maintenance Services. Maintenance services for the Software licensed in connection with these terms will be provided for the term as identified in the Agreement.

(c) Maintenance of Third Party Software. Client acknowledges that Client will obtain maintenance services with respect to all third party software with ���������� or with the respective third party supplier(s), as applicable, and Client will contract for such maintenance as long as maintenance services are in effect. Client will pay any applicable maintenance fees, including those specified in the applicable fee exhibit. Where ���������� agrees to provide maintenance on third party software, ���������� shall provide first tier support and pass through any additional maintenance provided by the third party at the time of shipment of the third party software.

3. ADDITIONAL TERMS

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

(b) Third Party Provided Services. Client agrees that it is purchasing certain third party provided services through ���������� as identified below (the “Third Party Services”), and Client agrees that for such Third Party Services ���������� is a reseller of such services and these Third Party Services are subject to the additional terms as set forth in this Section. Fees for Third Party Services are set forth in the applicable fee exhibit, and remain subject to increase based on this Agreement and/or the agreement Client has with the applicable Third Party Services provider. Third Party Services and all second line customer support for such services is provided by the applicable Third Party Services provider. In connection with the Third Party Services, ���������� will provide first line customer support to Client employees and remit payment of fees paid by Client that are due to the applicable Third Party Services provider. FISERV HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE THIRD PARTY SERVICES. EXCEPT FOR THE IMPLEMENTATION AND SUPPORT OBLIGATIONS EXPRESSLY PROVIDED BY FISERV HEREUNDER AND ITS OBLIGATIONS TO REMIT PAYMENT RECEIVED FROM CLIENT TO THE THIRD PARTY SERVICES PROVIDER, FISERV WILL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH THE THIRD PARTY SERVICES. IN NO EVENT WILL FISERV BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND/OR OTHER DAMAGES WHATSOEVER, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT FISERV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

(i) Instant Open Services. Instant Open services are provided by Financial Vision LLC (or its successor) (“fiVISION”) subject to the terms and conditions of a separate written agreement between Client and fiVISION. ���������� will provide initial configuration, implementation and training services for Instant Open Services, unless otherwise agreed by fiVISION.

(ii) IBS Services. Intelligent Banking Services/IBS Services are provided by Intelligent Banking Solutions Inc. (or its successor) (“IBS”) subject to the terms and conditions of a separate written agreement between Client and IBS.

(iii) Ensenta Services. The images capture or Ensenta Services (the “Ensenta Services”) are provided by Ensenta Corporation (“Ensenta”) (or its successor) subject to the terms and conditions of a separate agreement between Client and Ensenta. Ensenta will provide initial configuration, implementation and training services for Ensenta Services.

(iv) Lenderlink. The Lenderlink interfaces and related manager services (“Loan Services”) are provided by Lowenstein and Associates, PC (or its successor) (“Lowenstein”) subject to the terms and conditions of a separate agreement between Client and Lowenstein. ���������� will provide first line support for Lowenstein, all other services will be provided by Lowenstein.

(c) DNA Toolkit. The Software includes access to the DNA Toolkit which is comprised of a license to DNAcreator and DNA Full Use API, subject to the additional terms in this subsection.

(i) DNACreator. DNACreator with Training is and shall remain subject to Client’s registering through and agreeing to all terms and conditions for DNACreator as set forth in the DNACreator Click-Wrap License and Development Agreement agreed upon by Client as licensee through such aforementioned link.

(ii) DNA Full Use API.

A. “API Plans” means the specifications, documentation and materials provided by ���������� to Client, regardless of format, for the purpose of Client’s development of the Developed Interface(s). The specific API Plans provided are as set forth below.

API Plans	Description
�ٱ������DzԲԱ𳦳�™	the Middleware product that is used to expose DNA API’s using Interface plans
�ٱ������DzԲԱ𳦳�™ Interface Plans	the compiled DLLs used by DNAconnect runtime engine to expose an API transaction set in a defined protocol
CoreAPI	an XML based transaction API that is used to inquire and update the DNA database
IRB	a tab delimited transaction API that is used to inquire and update the DNA database
SOAP CoreAPI Web Services	a Simple Object Access Protocol web services protocol used to expose the CoreAPI
REST CoreAPI Web Services	aRepresentational State Transfer web services protocol used to expose the CoreAPI
DNA REST Web Services	a Representational State Transfer based API exposing DNA functionality

B. “Approved Vendor” means Client’s third party vendor who has licensed such vendor’s software to Client or provides Client with outsourcing services using such vendor’s systems for which Client has requested and received written approval from ���������� to provide the API Plans for creation and maintenance of a Developed Interface. Prior to permitting any Approved Vendor access to such API Plans, Client shall first request of ���������� a non-disclosure agreement for ����������, Client and such third party vendor to execute with appropriate confidentiality and use protections for the API Plans, such form will be provided by ���������� (or ���������� may confirm in writing to Client that such confidentiality agreement with the third party vendor is already in place) and work with ���������� to obtain such third party vendor’s agreement to the terms of such confidentiality and use for the API Plans.

C. “Developed Interface(s)” means interface(s) developed by Client and/or Client’s Approved Vendor, using the API Plans for Client to connect non-���������� systems with ����������’s software licensed to Client or systems used to provide outsourced services to Client. If any Developed Interface to a ���������� system is used for outsourced services, Client and/or the Approved Vendor shall also be required to comply with all ����������’s security and connection protocols for Developed Interfaces into the applicable ���������� data center and system.

D. LICENSE. Subject to the terms and conditions of this Agreement, ���������� hereby grants Client a limited, non-exclusive, non-transferable, non-assignable license to use the API Plans solely for Client’s and/or Approved Vendor’s development, maintenance and use of a Developed Interface solely for transmission and sharing of Client’s data between ���������� software or systems and Client or Approved Vendor’s software or systems and such Developed Interface may only be used during the term of Client’s agreements with ���������� for the DNA product. This license to use the API Plans includes the right to make such copies of the API Plans or documentation related thereto as is reasonably necessary for Client’s internal and/or Approved Vendors use of the API Plans to develop and maintain the Developed Interface(s). API Plans and related documentation are ���������� Information. Client shall not make the API Plans or related documentation related to the API Plans available in any manner to any third party except for Approved Vendors.

E. API SUPPORT SERVICES. ���������� will provide Client with certain support services for the API Plans during the term the applicable maintenance services for DNA Software. “API Support Services” means that ���������� will offer support to the Client’s designated technical support contact concerning the use of the then-current release and the then-immediately prior release of the API Plans. Support is provided by telephone and electronic mail during ����������’s then-current support hours and consists of the following: (a) questions pertaining to API Plans functionality; and (b) questions and issues related to updates to the API Plans. Upon Client’s receipt, updates to the API Plans released by ���������� will be deemed API Plans. Client is responsible for the registration, support, maintenance, update and upgrade of any third party products that may be required for the Developed Interface(s), its implementation and/or its use. The API Support Services includes up to 40 hours of API Support Services during the first year and up to 5 hours of API Support Services in each subsequent year of the term. Unused hours shall expire at the end of each applicable year and will not roll into subsequent years. Client shall be responsible for any and all interaction with Approved Vendors with regard to creation and maintenance of the Developed Interface(s). Any professional services requested by Client as to the Developed Interface(s) shall be subject to ���������� resource availability and hours in excess of those included with API Support Services are provided on a time and materials basis calculated using ����������’s then current fees for such services.