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Statement Advantage Services – Additional Terms

1. SERVICES. �����ƽ�� will provide Client with certain print, electronic and mailing services as further described below (the “Statement Advantage Services”).

(a) Composition and Statement Print. �����ƽ�� will provide statement services that include the composition using a preapproved template and color selection for creation of the statement document. Check images may be added to the statement based on account level requirements. The statement will be created from an initial data file created following each statement cycle by �����ƽ��’s account processing Service or from a qualified account processing system approved by �����ƽ��. Templates and color selection will be based on options provided by �����ƽ��. Electronic statements will be delivered to a �����ƽ�� approved content management system for archival and delivery of eStatements (i.e., Director, Nautilus, EDD). Client will consult the CIF procedures for their account processing service to insure information is provided appropriately.

A single option for composition and printing is defined for the Client and applies to all statement cycles. The following options are available to the Client at installation and may be changed with applicable services change notification during the duration of the Statement Advantage Services upon request. Notices will be printed using the Essential Statement level of service.

(i) Essential Statement - All documents are created using monochrome client provided logo, backer with black print over a white background.

(ii) Select Statement – All documents are created using a color client provided logo and color accents to the trim of the page with the remaining print and backer in black print over a white background.

(iii) Complete Statement – All documents are created using a color client provided logo and backer with color print as defined by the field of data and messaging on a white background. Color saturation not to exceed 16%.

(b) Preprocessing and Data Preparation: �����ƽ�� will receive Client data as transmitted from the Client or from the Client’s data processor and initiate the necessary data preparation to achieve the Client’s desired output format and document composition elements for statements and notices. Preprocessing includes alteration of the Client’s data to achieve an output appearance that varies from the original format. It also includes, but is not limited to, applying of ‘Post Net’ bar coding, page grouping, and/or account sorting and application of managed content via “onserts” or other such direct-print method.

(c) Portal Access: Client will be trained to utilize the job-tracking portal (the “Portal”), which is a technology provided by �����ƽ�� to support the workflow monitoring and statement messaging capabilities of the Statement Advantage Service. Client should consult the Portal following the creation of any cycle to insure files are promptly received by the Service and are in process. Client will report any irregularities in a timely manner to its client services team for resolution. This system includes structured sections of the Client’s statement for onserts and custom messaging which the Client will update/maintain once the training period has been completed.

(d) Mailing Services: �����ƽ�� will appropriately page sort, group, nest, fold, insert Client statements and notices and deliver to the U.S. Postal Service (USPS) for delivery. The process includes, but is not limited to, sorting of documents in order to obtain the lowest possible postage rate, weighing said materials and applying appropriate postage necessary for the mail piece to reach the intended recipient.

(e) Special Handling: �����ƽ�� will ship to the selected destination any diverted statement as defined in the special request system, including bulk to destination, suppress from print, and divert to destination. Foreign mail is determined by state code and split into separate jobs for proper USPS postage and handling. Bulk selected statements can be presented to the client selected destination and can be folded and inserted in an unsealed envelope and without postage.

(f) Image Archival: As required, �����ƽ�� will provide hosting and/or delivery of electronic statements through the Statement Advantage Electronic Document Delivery Service. E-Statements will be placed into a �����ƽ�� approved archive system and will be accessible via �����ƽ�� �����ƽ��-approved on-line banking system.

(g) Materials Costs. Notwithstanding anything to the contrary in the Agreement, Client agrees that fees and costs in respect of materials purchased through �����ƽ�� (“Materials”) are not fixed or otherwise guaranteed for any specific term of the Statement Advantage Services.

2. CLIENT OBLIGATIONS AND RESPONSIBILITIES.

(a) Prior to the provision of the Statement Advantage Services, Client will provide �����ƽ�� a postage advance equal to the anticipated amount of 2 months postage (the “Advance”). The parties will review the amount of the Advance quarterly to ensure that the amount of the Advance is appropriate for the volume of the Statement Advantage Services required.

(b) Client or its customers will provide to �����ƽ�� any trademarks, trade names, service marks, service names, third party links, information, specifications, materials, designs, logos, copy or other works, marks or other such content Client desires to be used in developing the Statement Advantage Services (collectively, “Client Content”).

3. DEFECTS. Notwithstanding anything to the contrary in the Agreement, all Statement Advantage Services shall be deemed to have been accepted by Client unless Client provides �����ƽ�� with written notice describing (with reasonable particularity) any failure of the Statement Advantage Services to comply with the terms herein within 15 days following �����ƽ��’s performance of the Statement Advantage Services (“Defect Notice”). �����ƽ�� shall, at no additional cost to Client, reprint and re-mail, if applicable, any item(s) that fail, due to the fault of �����ƽ��, to so comply within a reasonable time following receipt of the Defect Notice. Notwithstanding any other performance obligations or any other terms set forth in the Agreement, Client agrees that, if an item(s) (a) fails, due to the fault of �����ƽ��, to comply with the terms herein or (b) is lost or damaged while in �����ƽ��’s custody, Client’s sole and exclusive remedy under with respect to the Statement Advantage Services shall be for �����ƽ�� to reproduce and re-mail, if applicable, such item(s) in accordance with this Section.

4. PERFORMANCE STANDARDS. The following performance standards are applicable to the Statement Advantage Services.

Business Day Definition
Business Day	The business day is defined as Monday through Friday, excluding USPS and �����ƽ�� holidays. �� All files received before 7:00 AM Central Time will be considered received that day. This day is considered Day One. �� All files received after 7:00 AM Central Time shall be considered received the following business day. �� The day �����ƽ�� presents mail for presort shall be considered the mailed day. �� If time deadlines fall on any non-business day, then the deadline will be extended to the next business day.
Client Statement Responsibilities - �����ƽ�� will notify Client of non-performance issues as required for the following:
Use of the Portal	Client will insure all information required for marketing campaigns and distribution rules are input into the Portal or applicable system one business day prior to the creation of the cycles data file.
Delivery Of Work	Client will monitor the work in process for each cycle and will report any cycle issue to �����ƽ�� should a file fail to complete or fail to start as scheduled. �����ƽ�� will also monitor such work in process but it is the primary requirement of the Client to monitor the Portal for each cycle to insure work in process is as expected.

Statement Preparation	Printed Statements:
	Non End of Month Image & Non-Image Statements will be presented for presort no later than the 2nd business day following file receipt
	End of Month Image & Non-Image Statements will be presented for presort no later than the 3rd business day following file receipt
	Statement Image Upload to Client Archive
	Non End of Month & End of Month Non-Image Statements will be uploaded by 7:00 AM Central Time on the day following file receipt
	�� Non End of Month & End of Month Image Statements will be uploaded by 1:00 PM Central Time on the day following file receipt
	e-Statements: Outsourced Hosted Archive & Presentation
	Non End of Month & End of Month Non-Image e-Statements will be presented by 10:00 AM Central Time on the day following file receipt
	Non End of Month Image e-Statements will be presented by 1:00 PM Central Time on the day following file receipt
	End of Month Image e-Statements will be presented by 4:00 PM Central Time on the day following file receipt
	Printed & Electronic Notices:
	All notices will be presented for presort no later than the 2nd business day following file receipt
	Tax Documents:
	All documents will be presented for presort no later than the IRS published mail-by dates for each document type
	Other:
	1. There will be only one statement per envelope. 2. The correct number of statement pages will be in each envelope. 3. All postal envelopes will be sealed prior to leaving �����ƽ�� 4. Divert statements that are properly labeled will be sent per distribution as designated in the Portal.

5. ADDITIONAL TERMS AND CONDITIONS

(a) Regarding the Advance, Client understands and acknowledges that (i) the Advance will be used by �����ƽ�� as necessary to fund the postage required for the performance of Statement Advantage Services and (ii) the Advance will not be maintained in a separate account for the benefit of Client. Client will be invoiced on a monthly basis for postage charges. All payments made by Client in respect of postage will be used to replenish the Advance so that the Advance shall, at all times, be equal to or greater than the amount set forth above, or such other amount as agreed upon in writing by the parties. Upon termination of the Statement Advantage Services, Client shall be entitled to a credit against the final invoice for the Statement Advantage Services in the amount of the then-current Advance. If the amount of the Advance exceeds the amount due �����ƽ�� under the final invoice for the Statement Advantage Services, �����ƽ�� will remit to Client payment in the amount of the difference. �����ƽ�� shall be under no obligation to render Statement Advantage Services hereunder until it has received the Advance as prescribed above and �����ƽ�� reserves the right to suspend the performance of the Statement Advantage Services if the Advance is, at any time, insufficient to cover the postage charges in a given month. If the amount of the Advance is found to be insufficient �����ƽ�� will notify Client of the anticipated shortfall and shall provide Client with 5 days in which to provide required funds. �����ƽ�� reserves the right to increase the amount of the Advance as necessary to cover anticipated postage in the event that volumes are anticipated to exceed the standard daily volumes contemplated herein.

(b) Client is solely responsible for providing �����ƽ�� with all requested Client Content, data, materials, instructions and guidance (collectively, “Instructions”) necessary for the performance of the Statement Advantage Services and �����ƽ�� will rely upon and act in accordance with all such Instructions as provided, as Client acknowledges and agrees that the Statement Advantage Services and deliverables resulting therefrom are purely administrative print/fulfillment services performed pursuant to Client Instructions at Client’s direction. Client assumes all risk and responsibility for the consequences of all Instructions Client gives (or fails to give) and �����ƽ��’s reliance thereon. Client is responsible for the accuracy, completeness and adequacy of all Instructions and �����ƽ��’s use of the Instructions in its performance of Statement Advantage Services and any deliverables resulting therefrom. Notwithstanding any other obligation, express or implied, elsewhere in this Agreement (any statements of work, exhibits, appendices, attachments, or addenda hereto), Client expressly acknowledges and agrees that �����ƽ�� shall have no obligation to check for any errors or omissions in any Instructions and/or to correct, cancel or amend any action once �����ƽ�� has received Instructions to complete such action or to otherwise ensure that the Instructions, or the Statement Advantage Services of deliverables created in conformance therewith, comply with applicable laws. Client represents and warrants that all Instructions shall comply with all applicable laws, rules and regulations, including, without limitation, GLB, HIPAA and HITRUST. Client shall indemnify, defend and hold harmless �����ƽ��, its affiliates and their respective employees, subcontractors and agents from and against any and all claims (including, without limitation, any claims made by or through any Client customers, consumers or regulators) arising from or related to any Instructions which Client provides or fails to provide, as the case may be, or arising from any Statement Advantage Services or deliverables created by �����ƽ�� in reliance upon any Instructions, and further, any indemnity in the Agreement by �����ƽ�� in favor of Client or any other third party shall be abrogated to the extent that any claim or action is based upon or arises from (i) use of any Instructions, including Statement Advantage Services or deliverables created or based upon �����ƽ��’s adherence to Instructions, and (ii) modifications to any Statement Advantage Services or deliverables made by Client or any third party.��

(c) Client hereby grants to �����ƽ�� a non-exclusive, worldwide, royalty-free right and license to copy and use all the elements of the Client Content. Client shall indemnify and hold harmless �����ƽ��, its officers, directors, employees, and affiliates against any third party claim or action alleging infringement of a copyright, trademark or other proprietary right of such third party to the extent such claim or action arises out of or in connection with any information, specifications, materials, designs, Client Content, copy or other items provided to �����ƽ�� by Client, its customers or any third party on behalf of client or its customers, as the case may be.

(d) Client agrees that access to the Portal shall be given only to Client’s employees on a need to know basis, and only after informing such employees of the terms and conditions of the Agreement relative to use, disclosure and ownership of the Portal. Client shall cause all parties to whom Client gives access to the Portal adhere to all applicable provisions of the Agreement and such terms and conditions. Client shall be responsible for any breach thereof by any party to whom Client provides access to the Portal.

(e) For purposes of the limitations on liability set forth in the Agreement, the parties hereby acknowledge and agree that “TOTAL FEES” (or any other calculation of damages) excludes taxes and any fees, costs or expenses paid by Client in connection with products, Materials or supplies, including without limitation, amounts paid for postage or freight.