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Onboard Advisor Services Terms and Conditions

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1. Services; Term.

(a) Description of Services. �����ƽ��, itself and through its Affiliates and applicable third party providers, will provide to Client one or more of the following Services, as further described below and in the Fees Exhibit, subject to the terms, conditions, and limitations of the Agreement, the ASP Services Exhibit, and the Onboard Advisor Services Terms (the “Terms”).

· The “Verification and Authentication Services” consist of the following: (i) identity verification screenings; (ii) watch list screenings; (iii) identity authentication screenings; (iv) address discrepancy analysis; (v) online reports; and (vi) transaction history archive (data available for up to 18 months from transaction date).

· The “Fraud and Risk Services” (together with the Verification and Authentication Services, the “Onboard Advisor Services”) consist of the following: (i) fraud and risk screening; (ii) online reports; and (iii) transaction history archive (data available for up to 18 months from transaction date).

2. Fees. Client shall pay the fees set forth in the Fees Exhibit for the Onboard Advisor Services and any other Services provided under the Terms. Notwithstanding any limitations set forth in the Agreement, if any of �����ƽ��’s third party providers used to provide the Onboard Advisor Services increases its fees, �����ƽ�� may increase the fees for the Onboard Advisor Services accordingly upon no less than 30 days’ prior notice.

3. Hours; Support.

(a) �����ƽ�� shall use commercially reasonable efforts to provide that portion of the Onboard Advisor Services that �����ƽ�� controls in a 7x24 environment for submissions through a real-time user interface or upon a delivery time determined by �����ƽ�� for batch file submissions, subject in either case to reasonable downtime for maintenance. �����ƽ�� will attempt to limit its downtime to those hours of operation least impacted by Client usage, when such options are available.

(b) Client will be responsible for all end user technical support; provided, however, that �����ƽ�� will provide "second level" technical support to Client's designated user support representatives, meaning �����ƽ�� will accept an initial technical support inquiry from Client and initiate a troubleshooting process. Such support will be available during �����ƽ��’s standard business hours.

4. Client Responsibilities.

(a) Client will be responsible for submitting any and all data necessary for the provision of the Onboard Advisor Services. Client will be responsible for reviewing all results from the Onboard Advisor Services and conducting any additional research required to confirm a customer’s identity or otherwise required by applicable financial institution guidelines.

(b) Client will use, and will instruct its employees to use, the Onboard Advisor Services in accordance with such reasonable rules as may be established by �����ƽ�� from time to time.

(c) Client is expressly prohibited from extending any warranty or warranties on �����ƽ��’s behalf to any person.

(d) Access to the Onboard Advisor Services is across public and private lines outside of �����ƽ��’s control, and the Onboard Advisor Services may be subject to delays or unavailability due to congestion, overload or downtime on public circuits supplied by third parties. Client shall have sole responsibility and liability related to Client’s access to the Internet and any browsers, computers, devices or other such technologies used to access the Internet and the Onboard Advisor Services, and �����ƽ�� assumes no liability or control over such Internet access or technologies, including without limitation Client’s on‑site systems and remote employee or affiliate access. Client is solely responsible for implementing and maintaining any necessary security policies, monitoring protocols and other such procedures to ensure that Client’s internal networks, devices, workstations, applications and other Client Systems are properly protected from vulnerabilities or risks associated with Client’s network or other Client Systems connected to the Internet or any other third party system or network.

5. Additional Terms and Conditions.

(a) Effect of Termination. In the event �����ƽ��’s agreement with any of its third party service providers expires or terminates for any reason, �����ƽ�� may terminate the affected Onboard Advisor Services under the Terms upon written notice to Client, provided that �����ƽ�� shall provide as much advance notice to Client as reasonably practicable.

(b) Regulatory Compliance. Client shall use Onboard Advisor Services only for lawful purposes and in accordance with applicable law. Client maintains sole discretion, and retains all responsibility and risk, for taking (or not taking) any action(s) regarding a customer and/or a customer’s account(s) in connection with or with respect to the Onboard Advisor Services or any other information provided in connection with the Onboard Advisor Services. Furthermore, any warranty set forth in Section 4(e)(iv) of the ASP Services Exhibit shall not apply to the Onboard Advisor Services.

(c) Instructions and Customer Data. Client acknowledges and agrees that: (i) it is responsible for providing all requested customer data and information, as well as any instructions and guidance, necessary for the performance of the Onboard Advisor Services; and (ii) �����ƽ�� will rely upon and act in accordance with all such customer data, information, instructions and guidance as provided. Client will obtain all necessary permissions and take all actions required by law, regulation and industry best practices to allow Client and �����ƽ�� to use all customer data and information, including without limitation PII, requested and/or provided in connection with the Onboard Advisor Services. Client assumes all risk for the consequences of any such customer data, information, instructions, and guidance Client gives (or fails to give) and �����ƽ��’s reliance thereon. �����ƽ�� shall have no obligation to check for any errors or omissions in any such customer data, information, instructions, and/or guidance and/or to correct, cancel or amend any action taken in connection with the Onboard Advisor Services once �����ƽ�� has received instructions to complete such action. Client will communicate all obligations Client has to its customers, including without limitation any privacy promises or commitments it has made to its customers, to �����ƽ�� prior to any use of the Onboard Advisor Services.

6. Third Party Terms and Conditions. The following terms and conditions apply to the Onboard Advisor Services, are required by �����ƽ��’s agreement(s) with its third party providers and may not be modified by Client.

(a) Restricted License. �����ƽ�� hereby grants to Client a restricted license to use the selected Onboard Advisor Services and the data contained therein, subject to the restrictions and limitations set forth below:

(i) Generally. �����ƽ�� hereby grants to Client a restricted license to use the Onboard Advisor Services solely for Client’s own internal business purposes. Client represents and warrants that all of Client’s use of the Onboard Advisor Services shall be for only legitimate purposes, including those specified by Client in connection with a specific information request, relating to its business and as otherwise governed by the Agreement. Client shall not use the Onboard Advisor Services for marketing purposes or to resell or broker the Onboard Advisor Services to any third party and shall not use the Onboard Advisor Services for personal (non-business) purposes. Client shall not use the Onboard Advisor Services to provide data processing services to third parties or evaluate the data of or for third parties. Client agrees that if �����ƽ�� determines or reasonably suspects that continued provision of the Onboard Advisor Services to Client entails a potential security risk, or that Client is engaging in marketing activities, reselling, brokering or processing or evaluating the data of or for third parties, using the Onboard Advisor Services' information, programs, computer applications, or data, or is otherwise violating any provision of this Agreement, or any of the laws, regulations, or rules described herein, �����ƽ�� may take immediate action, including terminating the delivery of, and the license to use, the Onboard Advisor Services. Client shall not access the Onboard Advisor Services from Internet Protocol addresses located outside of the United States and its territories without �����ƽ��’s prior written approval. Client may not use the Onboard Advisor Services to create a competing product. Client shall comply with all laws, regulations and rules govern the use of the Onboard Advisor Services and information provided therein. �����ƽ�� may at any time mask or cease to provide Client access to any of the Onboard Advisor Services or portions thereof which �����ƽ�� may deem, in �����ƽ��’s sole discretion, to be sensitive or restricted information.

(ii) GLBA Data. Some of the information contained in the Onboard Advisor Services is “nonpublic personal information,” as defined in GLB and related state laws, and is regulated by the GLB and related state laws (“GLBA Data”). Client shall not obtain and/or use GLBA Data through the Onboard Advisor Services, in any manner that would violate the GLB, or any similar state or local laws, regulations and rules. Client acknowledges and agrees that it may be required to certify its permissible use of GLBA Data falling within an exception set forth in the GLB at the time it requests information in connection with certain of the Onboard Advisor Services and will recertify upon request by �����ƽ��. Client certifies with respect to GLBA Data received through the Onboard Advisor Services that it complies with the Interagency Guidelines.

(iii) DPPA Data. Some of the information contained in the Onboard Advisor Services is “personal information,” as defined in the Drivers Privacy Protection Act (18 U.S.C. § 2721, et seq.) and related state laws (collectively, the “DPPA”), and is regulated by the DPPA (“DPPA Data”). Client shall not obtain and/or use DPPA Data through the Onboard Advisor Services in any manner that would violate the DPPA. Client acknowledges and agrees that it may be required to certify its permissible use of DPPA Data at the time it requests information in connection with certain of the Onboard Advisor Services and will recertify upon request by �����ƽ��.

(iv) Social Security and Driver’s License Numbers. �����ƽ�� may in its sole discretion permit Client to access qualified access data (“QA Data”). If Client is authorized by �����ƽ�� to receive QA Data, and Client obtains QA Data through the Onboard Advisor Services, Client certifies it will not use the QA Data for any purpose other than as expressly authorized by �����ƽ��, the terms and conditions herein, and applicable laws and regulations. In addition to the restrictions on distribution otherwise set forth in subsection (b) below, Client agrees that it will not permit QA Data obtained through the Onboard Advisor Services to be used by an employee or contractor that is not authorized to use the Onboard Advisor Services. Client agrees it will certify, in writing, its uses for QA Data and recertify upon request by �����ƽ��. Client may not transfer QA Data via email or ftp without �����ƽ��’s prior written consent. However, Client shall be permitted to transfer such QA Data so long as: (A) a secured method (for example, sftp) is used, (B) transfer is not to any third party, and (C) such transfer is limited to such use as permitted under the Terms. �����ƽ�� may at any time and for any or no reason cease to provide or limit the provision of QA Data to Client. QA Data allows users to view full social security numbers and/or full driver’s license numbers, as well as other personal identifying information such as name and address.

(v) National Change of Address Database. The information contained in the NCOA Database is regulated by the Privacy Act of 1974 and may be used only to provide a mailing list correction service for lists that will be used for preparation of mailings. If Client receives all or a portion of the NCOA Database through the Onboard Advisor Services, Client hereby certifies to �����ƽ�� that it will not use such information for any other purpose. Prior to obtaining or using information from the NCOA Database, Client agrees to complete, execute and submit to �����ƽ�� the NCOA Processing Acknowledgement Form.

(vi) Copyrighted Materials. Client shall not remove or obscure any trademarks, copyright notices, or other notices contained on materials accessed through the Onboard Advisor Services.

(vii) Fair Credit Reporting Act. The Onboard Advisor Services are not provided by “consumer reporting agencies,” as that term is defined in the Fair Credit Reporting Act, (15 U.S.C. §1681, et seq.), (the “FCRA”), and do not constitute “consumer reports” as that term is defined in the FCRA. Client agrees and understands that the Onboard Advisor Services provided hereunder are public record Services only and may only be used for the purposes of consumer identification and fraud prevention. Client further certifies it will not use the Onboard Advisor Services in any manner that is limited, protected, prohibited or otherwise governed or regulated by the FCRA. Accordingly, the Onboard Advisor Services may not be used in whole or in part as a factor in determining eligibility for credit, insurance, employment or another purpose in connection with which a consumer report may be used under the FCRA.

(viii) Change in Law. In the event that there is a change in any federal, state or local statute or regulation, or a construction or pronouncement by a court or governmental agency, (collectively, the “Laws”) which affects �����ƽ��’s ability to provide the Onboard Advisor Services, or the information or data provided therefrom, �����ƽ�� reserves the right to modify and/or discontinue the Onboard Advisor Services to the extent necessary to allow �����ƽ�� to continue to comply with such Laws.

(ix) Additional Terms. Certain data contained within the Onboard Adviser Services is subject to additional obligations and restrictions. Without limitation, this data may includenews, business information (e.g., Dun & Bradstreet reports), and federal legislative and regulatory materials. To the extentthat Client receives such data and/or materials through the Onboard Advisor Services, Client agrees to comply with the Terms and Conditions for Use of the Online Services contained at the following website: (the “General Terms”). The General Terms are hereby incorporated into this Agreement by reference.

(b) Security. Client acknowledges that the information available through the Onboard Advisor Services includes PII and it is Client’s obligation to keep all such accessed information confidential and secure. Accordingly, Client shall:

(i) restrict access to the Onboard Advisor Services to those employees who have a need to know as part of their official duties;

(ii) ensure that none of its employees: (A) obtain and/or use any information from the Onboard Advisor Services for personal reasons; or (B) transfer any information received through the Onboard Advisor Services to any party except as permitted hereunder;

(iii) keep all user identification numbers, and related passwords, or other security measures (collectively, “User IDs”) confidential and prohibit the sharing of User IDs;

(iv) immediately deactivate the User ID of any employee who no longer has a need to know, or for terminated employees on or prior to the date of termination;

(v) in addition to any obligations under subsection (a) above, take all commercially reasonable measures to prevent unauthorized access to, or use of, the Onboard Advisor Services or data received therefrom, whether the same is in electronic form or hard copy, by any person or entity;

(vi) maintain and enforce data destruction procedures to protect the security and confidentiality of all information obtained through the Onboard Advisor Services as it is being disposed;

(vii) unless otherwise required by law, purge all information received through the Onboard Advisor Services and stored electronically or on hard copy by Client within 90 days of initial receipt;

(viii) be capable of receiving the Onboard Advisor Services where the same are provided utilizing a means of secure transmission as is deemed reasonable by �����ƽ��;

(ix) not access and/or use the Onboard Advisor Services via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine-to-machine applications approved by �����ƽ��; and

(x) take all industry standard steps to protect its networks and computer environments, or those used to access the Onboard Advisor Services, from compromise.

Client will implement policies and procedures to prevent unauthorized use of User IDs and the Onboard Advisor Services and will immediately notify �����ƽ�� in writing if Client suspects, has reason to believe or confirms that a User ID or the Onboard Advisor Services (or data derived directly or indirectly therefrom) is or has been lost, stolen, compromised, misused or used, accessed or acquired in an unauthorized manner or by any unauthorized person, or for any purpose other than legitimate business reasons. Client shall remain solely liable for all costs associated therewith and shall further reimburse �����ƽ�� for any expenses it incurs due to Client’s failure to prevent such impermissible use or access of User IDs and/or the Onboard Advisor Services, or any actions required as a result thereof. Furthermore, in the event that the Onboard Advisor Services include PII (including, but not limited to, social security numbers, driver’s license numbers or dates of birth), then Client acknowledges that, upon unauthorized acquisition or access of or to such PII, including but not limited to that which is due to use by an unauthorized person or due to unauthorized use (a “Security Event”), Client shall, in compliance with law, notify the individuals whose information was potentially accessed or acquired that a Security Event has occurred, and shall also notify any other parties (including but not limited to regulatory entities and credit reporting agencies) as may be required in �����ƽ��’s reasonable discretion. Client agrees that such notification shall not reference �����ƽ��, any of its third party providers, or the Onboard Advisor Services, nor shall �����ƽ�� or any of its third party providers be otherwise identified or referenced in connection with the Security Event, without �����ƽ��’s express written consent. Client shall be solely responsible for any other legal or regulatory obligations which may arise under applicable law in connection with such a Security Event and shall bear all costs associated with complying with legal and regulatory obligations in connection therewith. Client shall remain solely liable for claims that may arise from a Security Event, including, but not limited to, costs for litigation (including attorneys’ fees), and reimbursement sought by individuals, including but not limited to, costs for credit monitoring or allegations of loss in connection with the Security Event, and to the extent that any claims are brought against �����ƽ��, shall indemnify �����ƽ�� from such claims. Client shall provide samples of all proposed materials to notify consumers and any third parties, including regulatory entities, to �����ƽ�� for review and approval prior to distribution. In the event of a Security Event, �����ƽ�� may, in its sole discretion, take immediate action, including suspension or termination of Client’s account, without further obligation or liability of any kind.

(c) Change in Agreement. By receipt of the Onboard Advisor Services, Client agrees to, and shall comply with, changes to the license granted to Client in subsection (a) above, changes in pricing, and changes to other provisions of the Onboard Advisor Terms and Conditions as may be required by third party providers. Notice of such changes may be made to Client via e-mail, online “click wrap” amendments, facsimile, mail, invoice announcements, or other written notification. �����ƽ�� may, at any time, impose restrictions and/or prohibitions on Client’s use of the Onboard Advisor Services or certain data. Client understands that such restrictions or changes in access may be the result of a modification in �����ƽ�� policy, a modification of third-party agreements, a modification in industry standards, a Security Event or a change in law or regulation, or the interpretation thereof. Upon written notification by �����ƽ�� of such restrictions, Client agrees to comply with such restrictions.

(d) Performance. �����ƽ�� will use commercially reasonable efforts to deliver the Onboard Advisor Services requested by Client and to compile information gathered from selected public records and other sources used in the provision of the Onboard Advisor Services; provided, however, that Client accepts all information "AS IS." Client acknowledges and agrees that �����ƽ�� and its third party providers obtain their data from third party sources, which may or may not be completely thorough and accurate, and that Client shall not rely on �����ƽ�� or its third party providers for the accuracy or completeness of information supplied through the Onboard Advisor Services. Without limiting the foregoing, the criminal record data that may be provided as part of the Onboard Advisor Services may include records that have been expunged, sealed, or otherwise have become inaccessible to the public since the date on which the data was last updated or collected. Client understands that Client may be restricted from accessing certain Onboard Advisor Services which may be otherwise available. �����ƽ�� reserves the right to add materials and features to, and to discontinue offering any of the materials and features that are currently a part of, the Onboard Advisor Services. Client covenants and promises that it will not bring any claim or action against any of �����ƽ��’s third party providers for any matter arising out of or related to the Onboard Advisor Services.

(e) Audit. Client understands and agrees that, in order to ensure compliance with the applicable FCRA, GLB, DPPA, other similar state or federal laws, regulations or rules, regulatory agency requirements, and �����ƽ��’s obligations under its contracts with its third party providers and �����ƽ��’s internal policies, �����ƽ�� may conduct periodic reviews of Client’s use of the Onboard Advisor Services and may, upon reasonable notice, audit Client’s records, processes and procedures related to Client’s use, storage and disposal of Onboard Advisor Services and information received therefrom. Client agrees to cooperate fully with any and all such audits and to respond to any such audit inquiry within 10 business days, unless an expedited response is required. Violations discovered in any review and/or audit by �����ƽ�� will be subject to immediate action including, but not limited to, suspension or termination of the Onboard Advisor Services (including the restricted license thereto granted in subsection (a) above), reactivation fees, legal action, and/or referral to federal or state regulatory agencies.

(f) Employee Training. Client shall train new employees prior to allowing access to the Onboard Advisor Services on Client’s obligations under this Agreement, including, but not limited to, the licensing requirements and restrictions under subsection (a) of this Section 6 and the security requirements under subsection (b) of this Section 6. Client shall conduct a similar review of its obligations under this Agreement with existing employees who have access to the Onboard Advisor Services no less than annually. Client shall keep records of such training.

(g) Publicity. Client will not name �����ƽ�� or refer to its use of the Onboard Advisor Services in any press releases, advertisements, promotional or marketing materials, or make any other third party disclosures regarding �����ƽ�� or Client's use of the Onboard Advisor Services.

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