Section 1.  THE SERVICE.

These OneBillConnect Service Terms (the “Service Terms”) set forth the terms under which the Bank will do the following:  (a) collect and consolidate online bill payments received from Mastercard’s Remote Payment and Presentment Service (“RPPS Service”) to an electronic file and send a daily transmission in a format that meets accounts-receivable requirements agreed between Bank and Customer, (b) transmit files to, and receive files from, Mastercard (“RPPS Instructions”) for use of the RPPS Service, and (c) act as the settlement bank with Mastercard to make and receive payments form Customer’s transactions through the RPPS Service (collectively, the “Service”). The Service is also subject to the General Provisions of the Treasury Management Terms and Conditions Agreement (the “Agreement”) as if fully incorporated herein and all Applicable Laws.  In the event of a conflict between these Service Terms and other terms in the Agreement, these Service Terms shall control.  Customer’s use of the RPPS Service are also governed by the Mastercard RPPS User Guide and Operating Rules and RPPS documentation, each as amended from time to time (collectively, “RPPS Rules”).  Unless otherwise defined herein, any capitalized terms shall have the meaning as set forth in the Agreement.  Any reference to the Agreement herein shall be deemed to include these Service Terms.  

Section 2.  PROCESSING.

Customer hereby authorizes Bank to process electronic payments received from Mastercard through the RPPS Service based upon the RPPS Instructions received from Mastercard, to make deposits to and process returns and adjustments from an Account designated by Customer, and to act on behalf of Customer in accordance with the applicable RPPS Instructions.  Mastercard will electronically deliver to Bank remittance data and settlement funds from participating originators of bill payment services.  On each Business Day, Bank will attempt to deliver RPPS Instructions received from Mastercard to Customer in a machine readable format by the next Business Day; but delays may occur.  Customer is responsible for adjusting effective dates for payor accounts in the event of any delays that may occur.  If Bank is unable to process a RPPS Instruction due to invalid payment information received, Bank will contact Customer in order to attempt to resolve the issue. If unable to resolve, Bank is authorized to return the payment to the originator through the Service.  If, after receipt of funds, Customer is unable to post a transaction due to invalid payment information, Customer shall notify Bank, and Bank shall be authorized to return the payment to the originator through the Service.  Customer acknowledges and agrees that the processing of RPPS Instructions and receipt of payments from Mastercard based upon RPPS Instructions is subject to the participation and registration of the payor with Mastercard for the RPPS Service.  Bank shall not be responsible or liable for RPPS Instruction or any associated settlement of funds that is are unable to be processed as a result of the fact that the payor or intended recipient of Customer’s RPPS Instruction is not registered with Mastercard for the RPPS Service.    

Section 3.  STOP-FILE PROCESSING.

Customer may, at its option, send to Bank a list of Accounts for which it does not wish to receive RPPS payments. Customer shall provide such list in the approved Bank format by sending a file to Bank over the applicable Channel as set forth in the Operational Instructions.  Bank shall provide Mastercard with such list. Mastercard will monitor, automatically reject (back to the payment originator) and assign a reject code to any such payments.  Customer understands and agrees that Bank may not be able to comply with Customer’s request to block payments from an Account if Mastercard allows the payment to be processed and forwarded to Bank.  In such an event, Customer agrees immediately to notify Bank if a payment is not rejected as requested herein.

Section 4.  DATA TRANSMISSION PROCEDURES.

Customer may choose to transfer files with RPPS Instructions via File Delivery or other Channel made available by Bank from time to time.  Each Business Day on which RPPS transactions occur, Bank will provide Customer a report via File Delivery or other Channel of total dollars deposited and number of items processed using the RPPS Service. Customer agrees to reconcile the totals on the report to the totals in the corresponding transmission. If an out-of-balance condition or other Error exists, Customer will report the condition to Bank no later than the next Business Day with such out of balance condition or other Error resolved pursuant to the RPPS Rules and decision of Mastercard.

Section 5.  SETTLEMENT ACCOUNT; PAYMENTS THROUGH MASTERCARD.  

Customer authorizes Bank to open and maintain a settlement account at Bank and in Customer’s name (the “Settlement Account”) to settle RPPS Instructions through the interchange process established by Mastercard for payments to and from Customer and Mastercard in connection with the RPPS Service.  Customer shall maintain a balance in the Settlement Account which is acceptable to Bank as agreed and established by Bank and Customer from time to time, including in the Operational Instructions or as otherwise required by Mastercard.  Funds payable to or due from Customer using the RPPS Service will be credited or debited to the Settlement Account.  Customer agrees to fund the Settlement Account each day with the total amount due Mastercard for the settlement of Customer’s obligations due to Mastercard with respect to the RPPS Service.  Funds will be credited to the Settlement Account only after receipt by Bank of funds credited to Bank’s account for Settlement with Mastercard.  Customer acknowledges and agrees that Mastercard determines the amount payable to or due from Customer, not Bank, based upon the RPPS Instructions, and therefore Customer shall pay the amount due to Bank as demanded by Mastercard without objection or dispute.  With respect to access to the Settlement Account, Customer agrees that: (a) it will have no additional access to the Settlement Account, either to make withdrawals, deposits or other electronic funds transfers except for the payment of funds due Mastercard for the RPPS Service, and (b) Bank is hereby authorized to permit Mastercard to debit or credit the Settlement Account as required for the RPPS Service and Bank shall not monitor or restrict such access.  Customer agrees that Bank may debit any other Account of Customer in the event the amount of funds in the Settlement Account are not adequate.

Section 6.  SETTLEMENT RISK.  

Bank shall not be responsible for the system risk of loss associated with Mastercard or failure of Mastercard to either: (a) receive or transmit RPPS Instructions, (b) effect settlement of RPPS Instructions, or (c) perform its obligations hereunder in the event of such failure; provided that this Section shall not relieve Bank of its obligations in the settlement process once the funds or information from the RPPS Instructions is received from Mastercard.

Section 7.  ADDITIONAL REPRESENTATIONS AND WARRANTIES; OFAC COMPLIANCE.

In addition to Customer’s representations and warranties in the Agreement, Customer represents and warrants to Bank that: (a) Customer has the authority to use the RPPS Service as permitted herein; (b) each of the RPPS Instructions submitted by Customer has been authorized by the receiver of the transaction and is otherwise in compliance with the RPPS Rules and Applicable Laws, and (c) Customer is duly licensed to provide the RPPS Instructions as contemplated by the RPPS Service, RPPS Rules and as may be required by Applicable Laws.  Customer shall perform customer identification, screening and other due diligence regarding Customer’s clients in a manner to ensure that the Transactions and the origination of the Transactions comply with the USA Patriot Act of 2001, the Bank Secrecy Act of 1970 and any regulations promulgated thereunder, all regulations of the U.S. Department of Treasury’s Office of Foreign Asset Control (OFAC) (collectively, the “Anti-Money Laundering Laws”) and any other Applicable Law and the RPPS Rules, each as amended from time to time.  Customer represents that it has in place and will at all times during the term of the Service faithfully observe, a compliance program to ensure that Customer fulfills all compliance requirements or obligations imposed on Customer under the Anti-Money Laundering Laws, including (a) a customer identification program, in compliance with 31 C.F.R. 1020.220, as amended from time to time, and (b) a program, in compliance with 31 C.F.R. 1020.320, as amended from time to time, for identifying and reporting to the appropriate federal and state authority any suspicious transactions or activities with respect to the Service.

Section 8.  RECORDS.  

Customer agrees to maintain complete and accurate records with respect to any RPPS Transactions and Customer’s use of the Service in compliance with Applicable Law, and be able to readily provide at least 24 months of RPPS Transaction history if the Bank requests such information for fraud monitoring or audit purposes. In addition to any audit rights under the terms of the Agreement, Customer agrees to promptly provide Bank with any records with respect to Customer’s use of the Service and the RPPS Transactions submitted by Customer and information about any of Customer’s clients for whom such RPPS Transactions are submitted. 

Section 9.  FEES AND OTHER OBLIGATIONS.  

Customer acknowledges and agrees that it is responsible for the payment to Mastercard of those fees and other amounts charged directly to Customer by Mastercard for the Service, as well as any Fees charged by Bank for the Service.  Customer agrees that it is also responsible to pay and agrees to pay to Bank any amounts that Bank is charged by Mastercard for any amounts arising out of or related to Customer’s use of the Service, including, but not be limited to, the costs of Bank sponsoring Customer and any Mastercard assessments, fees, fines or penalties related to the Service provided to Company, and any overdrafts in the Settlement Account which Customer agrees to pay on the next Business Day.  

Section 10.  LIMITATION ON LIABILITY; INDEMNIFICATION.  

In addition to the limitations on Bank’s liability as set forth in the terms of the Agreement, Customer agrees that Bank shall not be liable and shall be held harmless in any dispute regarding any RPPS Instructions received from Mastercard or RPPS Instructions that Customer submits to Mastercard, or any payments made or debits by Mastercard to the Settlement Account, including, but not limited to the amount of such payments or debits processed through the Settlement Account, or any amounts remitted to Mastercard as required under the RPPS Rules or other Mastercard rules.  In addition to Customer’s indemnification obligations under the terms of the Agreements, Customer agrees to indemnify and hold Bank harmless from and against any and all Losses arising out of or related to:  (a) Customer’s use of the Service, including Customer’s breach of the RPPS Rules, submitting any unauthorized RPPS Instructions, or otherwise arising out of or related to Bank submitting RPPS Instructions on behalf of Customer or Customer’s use of the Service, (b) any action or failure to act by Mastercard in providing the Service, including, but not limited to processing or refusing to process any of Customer’s RPPS Instructions and (c) any claims or disputes between Mastercard and Customer.

Section 11.  TERMINATION.  

In addition to Bank’s rights to terminate a Service under the terms of the Agreement, Bank may terminate or suspend the Service at any time without notice to Customer in the event that:  (a) such termination or suspension is required under the RPPS Rules; (b) if Mastercard discontinues the Service; (c) Mastercard terminates or suspends Bank’s ability to provide the Service to Customer; or (d) Customer fails to fund the Settlement Account as required; provided, that Bank shall endeavor to provide prior notice if Bank receives prior notice from Mastercard regarding termination or suspension of the RPPS Service; provided, further that Bank shall have no liability for any failure or delay in providing such notice.