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Financial Crime Risk Management Software – Additional Terms

1. PRODUCT DESCRIPTION.

(a) If purchased by Client, the following FCRM Software modules are licensed to Client in exchange for Client’s payment of the corresponding license fees, subject to the additional limitations set forth below:

AML Risk Manager

Check Fraud Manager

Payments Fraud Manager

Fraud Risk Manager

FraudLink PC (OnUs and/or Deposit and/or ACHeCK)

FraudLink Kite

�� Software Parameters/Limits: Use of this Software is subject to the parameters and limits set forth in the applicable Agreement. If Client exceeds any of these restrictions, Client shall immediately notify ���������� in writing, and Client shall be invoiced and pay all additional license and maintenance fees (based on ����������’s then-current pricing) applicable to Client’s expanded use. The parameters and limits apply collectively for the base and all solution components, and not on a component-by-component basis (except as indicated). Upon payment of such fees, the applicable parameters and limits shall be adjusted accordingly. �� Installation Limits: 1production copy of each solution component for use in one data production instance. 1 QA/test copy, 1 development copy and 1 disaster recovery copy (each non-production) of each solution component. �� Affiliate Use Authorization: Client and its authorized users may use the Software for the benefit of its Affiliates and their operations (and use the personnel and resources of its Affiliates for such purposes), provided that: (i) Client shall at all times remain responsible and liable for any breach of these terms or the Agreement by any of Client’s Affiliates or their personnel; and (ii) this does not authorize direct license or use by a Client Affiliate unless agreed to by the parties and that Affiliate signs a direct participation agreement authorizing such use.

(b) Computer System. The computer system needed to operate the Software is specified in the applicable documentation.

(c) Location. The location for the Software is the authorized location identified in the Agreement or as mutually agreed by the parties. Client may change such location if Client transfers its data processing to a new location within the same country in accordance with the terms set forth in the Agreement. However, ���������� reserves the right to charge Client its standard ���������� transfer fee for the proposed transfer.

(d) Coordinator Information. Client shall also designate one billing coordinator and one primary support coordinator (with the option of an alternate support coordinator) (“Coordinators”) and provide ���������� with updated contact information for such Coordinators. Client may update the Coordinators information upon written request to ���������� (and completion of ����������’s information update documentation if requested by ����������). Client shall ensure its authorized users direct all support and maintenance questions to a support Coordinator who will then coordinate and request support from ���������� in accordance with ����������’s support inquiry process.

2. PROFESSIONAL SERVICES.

(a) Professional Services. ���������� shall provide the mutually agreed upon implementation, training, consulting or other such professional services (“Professional Services”) in any statement of work, scope of services or similar Professional Services document (“Statement of Work” or “SOW”). Unless terminated earlier in accordance with the terms of the Agreement, the term of each project and the associated SOW will be the “Project Term” identified in the SOW.

(b) Health Check Assessments. In connection with the AML Risk Manager Software, ���������� shall provide Client with the Professional Services for annual recurring Software operation health check assessment(s) (“Annual Health Check Assessments”) as set forth below.

3. Additional Professional Services Terms.

(a) Project Managers and Project Plans/Guidance Documents. Each party shall designate an appropriate representative to serve as a coordinator and manager for that party (“Project Manager” or “PM”), and the PMs (and appropriate other technical representatives) will work together in good faith to mutually track progress on (and any applicable changes to) the project. The parties’ PMs may also develop and update, as needed, a project plan, project schedule, guidance documents or similar such documentation to help guide the project’s progress (collectively, “Project Plan”). However, for clarity, the Project Plan is not a part of the SOW, and, accordingly, updating the Project Plan may be done by the PMs without requiring a formal amendment or other such mutual written agreement of the parties.

(b) Change Requests. Any changes to the SOW, including without limitation any Professional Services to be provided outside the scope and/or parameters set forth in the SOW, will be require documentation using ����������’s standard change request/change order documentation process (“Change Request”).

(c) Resource Availability; Scheduling. Client acknowledges that ���������� resources are not dedicated resources, and scheduling is subject to available times. After Professional Services are scheduled, if Client requests or requires for any reason that the project be put on hold or rescheduled for more than 14 days, ���������� will attempt to reschedule tasks to minimize the non-productive time arising and/or reassign its personnel to other suitable work, and Client will not be charged for the time personnel were reassigned to other clients. Otherwise, ���������� may charge Client and Client agrees to pay a rescheduling fee in the amount of 10% of the fixed fee amount, not to exceed $25,000, and Client will remain responsible for any non-refundable travel fees ���������� incurs in connection with such scheduled Professional Services. Any after-hours work must be authorized by the ���������� PM and is subject to ����������’s after-hours rates. ���������� reserves the right to engage the personnel and resources of its affiliates and subcontractors to provide the Professional Services; provided that ���������� shall remain primarily liable for the performance of any such affiliates or subcontractors. ���������� shall not be responsible for delays or failures in performance resulting from acts or causes beyond the reasonable control of ����������. For clarity, the rescheduling fee above is in addition to the Professional Services fees for the respective project.

(d) Tools, Scripts and Related Materials. ���������� may provide certain scripts, functionality-improving programs, “data scrubbing” or other such tools, input forms, file formats, scripts or other such code or materials as part of the project and as otherwise necessary for ���������� to properly perform and provide the Professional Services (collectively, “Tools”). Notwithstanding anything to the contrary, all rights, title and interest to the Tools (and any derivative works thereof) will be owned by ����������. ���������� grants to Customer a limited, non-exclusive, nontransferable license to use such Tools, when such tools are provided, subject to the following: (i) the Tools may be used solely for assisting ���������� in performing the applicable Professional Services within the scope identified by ����������, and only as instructed by ����������; (ii) the Tools are provided as a one-time delivery and are not subject to any maintenance, support or other such obligations on the part of ����������; and (iii) the Tools are provided on an “as is” basis.

(e) Services Disclaimer. THE PROFESSIONAL SERVICES AND ANY OUTPUTS, TOOLS, MATERIALS OR RECOMMENDATIONS PROVIDED ARE NOT INTENDED TO PROVIDE ANY LEGAL, FINANCIAL, REGULATORY, TAX, INFORMATION SECURITY OR OTHER SUCH ADVICE OR GUIDANCE. CLIENT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER USE OF ANY FISERV SOFTWARE, SERVICES, DELIVERABLES OR OTHER INFORMATION, RECOMMENDATION OR SUGGESTION PROVIDED BY FISERV IS IN CLIENT’S BEST INTERETS OR IS APPROPRIATE AS PART OF CLIENT’S COMPLIANCE PROGRAMS OR PROTOCOLS (WHICH CLIENT IS RESPONSIBLE FOR DETERMINING).

4. FCRM ON-LINE PRODUCT TRAINING. In connection with the Software, ���������� shall provide Client’s and Client’s Affiliates’ employees access to ����������’s Web-based FCRM catalog of self-paced training modules (“E-learning Library Courseware”) as set forth below. Client shall ensure each employee credentialed to access and use the E-learning Library Courseware (each an “End User”) complies with all these terms and conditions. Client shall at all times remain fully responsible and liable for any breach or other such act or omission by an End User relating to the E-learning Library Courseware content (or the Agreement).

5. MAINTENANCE SERVICES; RELEASES. Client must remain on a supported version of the Software (“Supported Release”) in order to continue receiving Maintenance Services. ���������� reserves the right to: (a) determine, in its sole discretion, whether to continue supporting any previous version(s) of a given Software program; and (b) upon at least 90 days prior notice to Client, terminate Maintenance Services for the applicable Software program if Client elects to remain on an unsupported version.

6. ADDITIONAL TERMS AND CONDITIONS.

(a) Disclosure of Client PII. Client shall only disclose personally identifiable information, defined as information that can be identified to a particular person without unreasonable effort, such as the names and social security numbers of Client’s individual customers or either party’s employees (“Client PII”) if expressly required by ���������� to provide the applicable Services, and Client shall ensure all Client PII has been removed from any screenshots, data files or other materials sent to ���������� unless the inclusion of Client PII has been expressly required by ����������.

(b) Reliance on Instructions. ���������� may rely on all configuration requests, parameters, document input guidelines and other such instructions provided by Client and will provide the Software accordingly. Client assumes sole responsibility and liability for any issues, losses, claims or damages arising out of or relating to such instructions and ����������’s reliance upon such instructions, including without limitation any delays, reduced performance, incomplete services and/or damages.

(c) ADDITIONAL DISCLAIMER. THE SOFTWARE AND ANY OUTPUTS THEREFROM (AND ANY ASSOCIATED DELIVERABLES, AND/OR INFORMATION OR MATERIALS PROVIDED): (I) ARE MEANT ONLY TO SUPPLEMENT ANY DUE DILIGENCE OR OTHER ACTIONS CLIENT WOULD TAKE IN OPERATING ITS BUSINESS OR OTHERWISE ENGAGING WITH ANY CUSTOMER OR OTHER PARTY; (II) ARE BASED ON THE CLIENT INPUT DATA, SPECIFICATIONS AND CONFIGURATIONS SELECTED BY CLIENT, EACH OF WHICH MAY AFFECT ACCURACY AND RELIABILITY; (III) ARE NOT INTENDED TO SUPPLY INVESTMENT, FINANCIAL, TAX, INFORMATION SECURITY OR LEGAL ADVICE; AND (IV) ARE PROVIDED ONLY AS A TOOL TO BE USED AS PART OF AN OVERALL COMPLIANCE PROGRAM (WHICH CLIENT IS SOLELY RESPONSIBLE FOR DETERMINING AND IMPLEMENTING).

(d) Input Data Use Authorization.

(i) Client, upon ����������’s request, shall provide certain data and information regarding Client, its customers and their transactions and financial behaviors and other such Client-related persons or entities, including without limitation historical, operational and fraud detection results data (the foregoing, collectively, “Input Data”), to allow ���������� to set up and configure the Software and, if applicable, related models and/or algorithms therein, and to provide related Maintenance Services and other support services.

(ii) Client will provide an initial Input Data set prior to implementation of the Software and to then provide regular updates and/or additions to the Input Data as reasonably requested by ����������. The Input Data will be provided in a mutually agreed upon format via a mutually agreed upon and defined security transmission protocol, and Client will remove any Client PII or other such data from the applicable file(s) prior to submitting them to ����������.

(iii) Client consents to ���������� accessing such Input Data and/or additional Input Data for purposes of:

A. implementing the Software;

B. performing or providing the related Services and/or Deliverables; and

C. developing, validating and refining algorithms and other data analytics components related to ����������’s fraud, AML and its other risk and compliance services and solutions (“Analytics Components”).

(iv) ���������� may aggregate the anonymized Input Data with Input Data from other ���������� clients so long as ���������� first: (a) converts the Input Data to a common data structure (“Common Data Structure”), and (b) adds that converted Client Input Data to a common database (“Common Database”). Client agrees that the Common Database may contain converted Input Data from ���������� customers, members of multiple financial institutions, or other third party sources. Client agrees that ���������� has the right to continue to store and use the Input Data contained in Common Database following termination of this Exhibit or the Agreement; provided, however, that such continued use of such Input Data shall remain subject to the terms of this paragraph.

(v) Client shall ensure that any activities or actions described in these terms are in compliance with Client’s obligations to its customers, employees and other such persons and entities, including without limitation any privacy obligations or commitments it has made to such persons or entities, and that any necessary consent that is required by law or regulation for ���������� to access the information and to use it in connection with the actions contemplated by this section have been obtained. NOTHING HEREIN GRANTS TO CLIENT ANY OWNERSHIP, LICENSE OR USE RIGHTS, ACCESS RIGHTS OR OTHER SUCH RIGHTS RELATING TO ANY ANALYTICS COMPONENTS, THE COMMON DATA STRUCTURE OR THE COMMON DATABASE.

(e) Not a Consumer Reporting Agency. ���������� is not a consumer reporting agency, as defined by the Fair Credit Reporting Act, as amended (“FCRA”), and the Software or any outputs therefrom (“Outputs”) are not intended in any way to be used to determine a consumer’s creditworthiness or risk as a potential user of any Client product or service. The Outputs provided are generated solely from the application of the Software functionality to data provided only by Client and not by ���������� or any third party on ����������’s behalf. In addition to all other restrictions on use set forth herein and in the Agreement, Client shall not use the Software or the Outputs, or any data or information obtained therefrom: (a) for any purposes set forth in the FCRA in lieu of obtaining a consumer report; (b) in the preparation of a consumer report or in such a manner that may cause such information to be characterized as a consumer report; or (c) as a factor in: (i) establishing an individual’s eligibility for credit (personal or otherwise), insurance, or similar such products, instruments or services, or assessing risks associated with existing credit obligations, (ii) evaluating an individual for employment purposes, (iii) determining an individual’s eligibility for a license or other benefit that depends on an applicant’s financial responsibility or status granted by a governmental instrumentality, or (iv) connection with any other business transaction of or regarding an individual, except for identifying a potentially fraudulent, money laundering or similar such illegal transaction or request by the applicant or requesting person or entity. Moreover, except for such a fraudulent or illegal transaction or request, Client shall not take any adverse action against any consumer that is based in any way, in whole or in part, on any information obtained from the Software or the Outputs. For purposes of this Section, the terms “consumer”, “consumer report” and “adverse action” shall have the meaning set forth in the FCRA.

7. THIRD PARTY PRODUCTS.

(a) Client agrees that the Software licensed under these terms may contain certain third party code included with the Software (collectively, “Third Party Programs”). Use of such Third Party Programs (and any separately licensed Third Party Software listed above) is limited solely to use in connection with the Software licensed under these terms and is subject to any additional terms set forth below. If ����������’s agreement with the applicable third party provider terminates, ���������� may terminate the affected licenses or the applicable portions thereof which rely on the applicable Third Party Program or Third Party Software; provided, however, that ���������� shall notify Client of any such termination as soon as commercially practicable, and ���������� shall make commercially reasonable efforts to provide Client with an alternative solution, on mutually agreeable terms.

(b) ���������� is required to distribute certain Third Party Programs under license terms different than those herein and in the Agreement. Notwithstanding anything to the contrary herein or in the Agreement, if such separate agreement terms are included in the Documentation or Software for any such Third Party Programs, those Third Party Programs are licensed to Client separately and pursuant to the terms and conditions included or associated with such Third Party Programs (e.g. header files and associated README.TXT files) as embedded in the Documentation or Software. Such Third Party Programs shall not be considered part of the Products or Services provided under the Agreement for any purpose; provided, however, that all reservations of ownership, use restrictions, license duration terms and similar such limits shall apply (unless the terms of the Third Party Program license are more restrictive).

(c) For any SAP, Business Objects and/or Crystal Reports-related Third Party Programs, such Third Party Programs and use thereof is subject to the license terms, restrictions, reservations of rights and other such limitations and protections of SAP or its successor (and ���������� as a reseller) set forth in the SAP Software Use Rights and EULA, each available at www.sap.com, which are incorporated herein by reference. ���������� reserves the right to increase the fees for these components upon a required increase by SAP, provided such increases shall be limited to the amount of the increase passed through to ����������, and ���������� shall use commercially reasonable efforts to limit any such increases within ����������’s contractual rights under the applicable ����������-SAP agreement.

8. Annual Health Check Assessments������������ will perform an Annual Health Check Assessment of the AML Risk Manager Software operation in connection with compliance and business processes related to alert disposition, case management and regulatory reporting by the Software each year of the applicable term.

(a) Annual Assessment:

(i) ���������� Responsibilities:

A. Develop an agenda for and conduct 1 Annual Health Check Assessment session, (up to 3 days, annually).

B. Discuss and provide recommendations based on the production performance assessment, including revisions to best practices, scenarios, system parameters, thresholds and any other configuration items related to the associated Software (including but not limited to, Watch List Filtering, Risk Base Due Diligence, and AML Transaction Monitoring) for review by Client.

(ii) Client Responsibilities:

Provide access via WebEx to the Software and items required for review, such as data imports, scheduled jobs, configuration files, database structures and indexes, user roles and permissions, scenario and alert performance results, databases and other technical structures as requested by ����������.

(b) Location: As determined by ����������.

(c) Project Assumptions.

(i) The parties will use good faith to work together to schedule and complete the first Annual Health Check Assessment within 6 months of the effective date of the applicable license. Each subsequent annual assessment will be scheduled to occur on an annual basis as mutually agreed between the Project Managers which may be communicated via email.

(ii) The Health Check Assessment does not include implementation of any of the recommendations provided.

(iii) Any scope changes as mutually agreed upon will be documented in a SOW executed by both parties.

(iv) Client and ���������� will each assign a Project Manager to the project who will be responsible for the management of tasks and issues owned by the its respective project team and will work with the other party’s Project Manager to define a mutually agreed upon project approach.

(v) Client shall have all hardware and third-party software components (and upgrades needed) in place and operational prior to the beginning of the project.

(vi) Client will perform any hardware or third-party software component maintenance required during the project as needed to keep such components operational.

(vii) Not including delays solely as a result of ����������’s failure to meet its obligations under a SOW, Client will not suspend the project unless the parties’ Project Managers have agreed to the delay and documented such delay in the Project Plan. Additional costs may be incurred if any such suspension occurs, which must be documented in a Project Change Request signed by both parties.

(viii) Client is and will remain on a current supported version of the associated Software during the applicable term. Upgrading to a current supported version of the Software is not included as part of a SOW.

(ix) All Client responsibilities indicated above will be provided or completed on a timely basis.

(x) The Professional Services will be limited to 8 hours per working day during reasonable working hours, Monday through Friday, excluding public holidays (as observed by the US Federal Reserve System).

(xi) Client is and will remain current on annual maintenance fees.

(xii) Client agrees that code development, customized coding and other such development-related services are not authorized under a SOW or part of the Professional Services.

9. FCRM Online Product Training. ���������� shall make available Web-based access to ����������’s self-paced E-learning Library Courseware to End Users who have been given authority by Client and credentialed to set up a seat user account in ����������’s learning management system, as an authorized user to access and use the E-learning Library Courseware. For clarity, the E-learning Library Courseware content is not part of the Software, Third Party Software, Maintenance Services or Professional Services provided under the Agreement and are for use solely in connection with the FCRM Software licensed for Client’s internal business purposes,

(a) Elected E-learning Library. Each End User shall be responsible for creating an account in the ���������� learning management system for an assigned corresponding End User seat. The End User will have access to the full FCRM library once the seat user account is set up. ���������� will provide the client a unique code for access.

(b) Users. Access and use of the E-learning Library Courseware for AML Risk Manager is for an unlimited number of End Users.

(c) Additional Terms and Conditions.

(i) Information and Materials.

A. All information and materials contained in the E-learning Library Courseware are ����������’s Confidential Information and protected under privacy, data protection, confidentiality, copyright, patent, trademark and other laws. Client shall not permit access by any non-Client employee to the E-learning Library Courseware without ����������’s prior written consent.

B. Client is solely responsible for any End User prerequisites or skill level needed to participate in the E-learning Library Courseware. ���������� does not provide written assessment of an End User’s performance on an e-learning module and assumes no responsibility for any End User performance after participation.

C. Client shall not and shall not permit any End User to (i) use, copy, download, modify, create derivative works or distribute the E-learning Library Courseware content except as provided herein, or (ii) reverse assemble, reverse compile, or otherwise translate the E-learning Library Courseware.

(d) Communication Lines, Terminals, Equipment, Software.

(i) Client is solely responsible to obtain and provide at its own expense web browser software, other compatible Client software and necessary communications equipment and other hardware and equipment (the “Computer System”) required to access the E-learning Library Courseware materials as stated by ���������� in writing in advance. ���������� shall not be responsible for the provision of any maintenance or repairs to the Computer System or of any parts or replacements for the Computer System and Client shall install and manage Client equipment, software and telecommunications services outside of the ���������� system.

(ii) Client shall not transmit any viruses, worms, Trojan horses or other harmful content into the ���������� system.

(iii) Client understands and acknowledges that the E-learning Library Courseware will not be available during periods of maintenance or emergencies and any other downtime caused by reasons beyond ����������’s control, including but not limited to, data communications, or third party solutions and ���������� shall not be held responsible for any such downtime,

(e) Cancellation and Termination.

(i) ���������� reserves the right to add, modify or withdraw e-learning modules at any time without notice.

(ii) ���������� shall have the right to terminate the E-learning Library Courseware at any time. ����������’s sole liability for such termination shall be a prorated refund of pre-paid fees for the E-learning Library Courseware.

(f) No Warranty. ���������� does not warrant uninterrupted or error free operation of the E-learning Library Courseware or that ���������� shall correct any defects. The E-learning Library Courseware materials are provided on an “as is” basis.

10. Travel.

The parties anticipate travel will be required and is not included as part of the annual fee amount.

���������� will not schedule any travel unless the Client Project Manager or similar representative has authorized the scheduling of the applicable trip (which may be communicated verbally or via email). ���������� will at all times abide by ����������’s current travel policy for any travel expenses for which Client will be responsible. For clarity, travel, living and out-of-pocket expenses are not included in the fees above and will be invoiced as incurred.