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MiSnap^® Software - Additional Terms

If purchased by Client, ���������� will provide the MiSnap® module software (“MiSnap Software”) and maintenance services for use only with: (a) ����������’s Mobile Deposit software or services (“���������� Mobile Deposit”); and (b) Client’s third party or Client-developed mobile banking solution (e.g., Q2 Mobile Banking, D3 Mobile Banking, etc.).

1. LICENSE TERMS

(a) ���������� grants Client a limited, non-exclusive, transferrable, non-sublicensable license to use the MiSnap Software solely as integrated into Client’s mobile banking solution(s) designated above and solely for use with ���������� Mobile Deposit, all subject to the terms and conditions of the Agreement and associated documentation.

(b) Client’s use of the MiSnap Software is limited for use to support Client’s own customers. Client shall not copy, disassemble, decompile, or otherwise reverse engineer the MiSnap Software. ���������� reserves the right to make changes in the MiSnap Software and related requirements. All rights not expressly granted hereunder are expressly reserved.

2. ADDITIONAL TERMS

(a) Client’s mobile banking application must comply with all then-current environment certification requirements applicable to the integration of the MiSnap Software with each unique Client mobile banking application and/or any upgrade of such mobile banking application or of the MiSnap Software functionalities. Client will cooperate with ���������� in completing such certifications. Each certification process will be handled as a professional services project.

(b) Certain components provided in connection with the MiSnap Software contain third party components provided by ����������’s third party providers (e.g., Mitek Systems, Inc. (“Mitek”, and such components, the “Mitek Components”) or its successor). If ����������’s agreement with a third party provider (including Mitek) terminates, then ���������� may terminate the applicable licenses and services and other portions of the Agreement which rely on the applicable third party components (including Mitek Components) upon prior written notice to Client; provided, however, that ���������� will attempt to provide as much reasonable advance notice as is commercially practicable under the circumstances and ���������� will also attempt to offer Client a reasonable alternative solution, on mutually agreed upon terms, if commercially practicable. Client shall not create any modification, amendment or improvement to Mitek Components or modify or integrate the Mitek Components.

(c) With respect to the Mitek Components, Client shall not use any of the Mitek trademarks, trade names, logos or other such proprietary designations or marks with the following exceptions:

(i) As expressly authorized in writing by ���������� or Mitek.

(ii) All implementations of MiSnap Software will contain all Mitek marks identified for inclusion by ����������, and in all cases the mark: “powered by Mitek” without alteration will be included within the MiSanp Software camera screen.

(iii) Regardless of deployment method, Client must include the following proprietary notice within the mobile banking solution’s “About” screens (as adjusted for the particular year as applicable):

Portions of Client mobile software

© 2008-20___ by Mitek Systems, Inc. All rights reserved.

(Note: the end year will vary)

(d) ALL MITEK COMPONENTS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”, AND MITEK AND FISERV HEREBY DISCLAIM, AND CLIENT HEREBY EXPRESSLY WAIVES, ALL REPRESENTATIONS, CONDITIONS, OR WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE. FURTHERMORE, IN NO EVENT WILL FISERV BE DEEMED TO MAKE ANY WARRANTY ON BEHALF OF MITEK. CLIENT SHALL NOT MAKE ANY REPRESENTATION, WARRANTY OR OTHER SUCH OBLIGATION TO ANY END USER OR OTHER THIRD PARTY REGARDING THE MITEK FUNCTIONALITIES, ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER OR MITEK ITSELF WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF FISERV AND, IF APPLICABLE, MITEK.

3. MAINTENANCE SERVICES

(a) ���������� shall provide Maintenance Services (as described below) for the MiSnap Software during the applicable term of Maintenance Services.

(b) Maintenance and support services for the MiSnap Software (“Maintenance Services”) will be performed according to ����������’s standard terms and conditions for such Maintenance Services. Any updates that ���������� provides for the MiSnap Software are subject to all license rights and restrictions that apply to the MiSnap Software. Client is solely responsible for, and agrees to provide, all Client “first level” customer and technical support for the MiSnap Software for its end users provided hereunder, provided that ���������� agrees to provide “second level” Client support to Client if Client is unable to resolve customer support issues related to the normal operation of the Software System for its end users.

4. PROFESSIONAL SERVICES

���������� will provide Client with the services described below for new or non-certified integrations of the MiSnap Software (“Professional Services”):

(a) ���������� will support the integration of the MiSnap software development kit (“SDK”) into Client’s mobile banking application, which includes:

· Supporting the proper use of the MiSnap Software within Client’s non-���������� mobile banking application.

· Participating in project team meetings as necessary to support the MiSnap Software implementation.

· Coordination of activities with Client’s mobile banking vendor representatives.

(b) Client and/or Client’s mobile banking vendor will:

· Integrate the MiSnap Software components.

· Perform all testing on Client’s software platforms to insure all aspects of the Client’s mobile deposit workflow functions work as intended.

· Complete any documentation, reports or other forms of project tracking as may be required by Client’s normal project execution methodology.

(c) Project Management. ���������� and Client and/or Client’s mobile banking vendor will respectively assign persons designated as project managers to administer these Professional Services and to serve as the primary points of contact for planning and executing the assigned ���������� and Client activities. The respective project managers will coordinate task plans, resource availability and the resolution of issues that may arise during the course of the project.

(d) Completion Criteria. Professional Services will be considered complete when Client uses the MiSnap Software in production, but no later than 360 days after the applicable agreement’s effective date.

(e) Project Change Control. Any changes to responsibilities or assumptions related to the Professional Services will be considered under the change control process described in the Agreement and coordinated by the respective Client and ���������� project managers. Associated costs and timing will be agreed upon by both parties.