Common use of Access Services Clause in Contracts

Access Services. 1.1 As directed by the Company and subject to the terms of this Schedule 1.3(ix), State Street agrees to provide Shareholders with electronic access to such Shareholder’s account balance and transaction history information (the “Access Services”). 1.2 State Street will provide the Access Services through a third party service provider retained by State Street (“Vendor”). (a) State Street’s Vendor as of the date of this Amendment shall be Envision Financial Systems (“ENFS”) pursuant to a “Software License and Service Agreement” between State Street and ENFS dated February 5, 2004, as amended, modified or supplemented from time to time (“ENFS Agreement”). The ENFS Agreement provides for (i) data protection provisions substantially similar to the data protection provisions set forth in Section 14.4 of the Agreement and (ii) confidentiality provisions substantially similar to the confidentiality provisions set forth in Section 10 of the Agreement. In the event that the ENFS Agreement shall terminate for any reason, State Street agrees to provide prompt notice to the Company of any such termination and State Street agrees to act reasonably and promptly to retain a replacement Vendor. Until such replacement Vendor has been retained by State Street and is operational, the Access Services shall be suspended. If a replacement Vendor cannot be identified or retained, the Access Services and this Schedule shall terminate. (b) The Access Services terms and conditions of use as published from time to time on the electronic access web site, security and encryption requirements, format, content and specific Shareholder information to be provided will be as agreed to by the Company and the Shareholders, as applicable, and acceptable to the Vendor. If, in connection with the Access Services, Shareholder access to or use of such Access Services requires Shareholder or user to "accept" various terms and conditions, State Street acknowledges that such terms and conditions are "accepted" by Shareholder or user or their designee in order to access or use the Access Services and shall not be deemed to be “accepted” by the Company. (c) Each Company represents and warrants that any Shareholder account, transaction and other information provided by the Company to State Street and/or the Vendor (either directly or through State Street) (i) will not infringe or violate the rights of any third party, including, but not limited to, patents, copyrights, trademarks and trade secrets, (ii) will not be defamatory or obscene and (iii) will not violate any other applicable law. (d) In the event that (A) State Street or the Vendor believes in good faith that a Company or Shareholder has provided Shareholder information that (i) infringes or violates the rights of any third party, including, but not limited to, patents, copyrights, trademarks and trade secrets, (ii) is defamatory or obscene, or (iii) violates any other applicable law; then (B) State Street or the Vendor shall have the right, but not the obligation, to delete or destroy information relating to such breach and State Street and the Vendor may suspend Access Services with respect to such Shareholder immediately. Upon any event which may cause State Street to suspend Access Services as described in this Section 1.2(d), if reasonably practicable, State Street will provide notice to the Company thirty (30) business days prior to such suspension; provided, however, that if such Company takes such action as may be requested by State Street to eliminate such event, State Street shall not suspend its provision of Access Services, or, if its provision of Access Services has been suspended, shall reinstate the provision of Access Services hereunder. 1.3 State Street agrees that any Shareholder information received by State Street in connection with the Access Services is and shall remain the property of the Company and if not previously provided to the Company, will be returned to the Company by State Street following any termination of the Access Services by the Companies, subject to record-keeping requirements to which State Street may be subject by law. State Street shall have no responsibility, obligation or liability with respect to any Shareholder information or other information transmitted to the Vendor by any person or entity other than State Street. 1.4 Neither State Street nor the Vendor shall be obligated to file any forms or information with any regulator, or enter into any agreement with the Shareholders or other persons, in connection with the Access Services. 1.5 For purposes of the Access Services, except as otherwise expressly stated in this Schedule, State Street makes no representation or warranty, either express or implied, concerning the Shareholder information or any other information, Access Services, reports or analysis provided hereunder or by any third party. The provisions of this Section 1.5 shall survive the termination of the Agreement.

Access Services. 1.1 As directed by the Company and subject to the terms of this Schedule 1.3(ix), State Street agrees to provide Shareholders with electronic access to such Shareholder’s account balance and transaction history information (the “Access Services”). 1.2 State Street will provide the Access Services through a third party service provider retained by State Street (“Vendor”). (a) State Street’s Vendor as of the date of this Amendment shall be Envision Financial Systems (“ENFS”) pursuant to a “Software License and Service Agreement” between State Street and ENFS dated February 5, 2004, as amended, modified or supplemented from time to time (“ENFS Agreement”). The ENFS Agreement provides for (i) data protection provisions substantially similar to the data protection provisions set forth in Section 14.4 of the Agreement and (ii) confidentiality provisions substantially similar to the confidentiality provisions set forth in Section 10 of the Agreement. In the event that the ENFS Agreement shall terminate for any reason, State Street agrees to provide prompt notice to the Company of any such termination and State Street agrees to act reasonably and promptly to retain a replacement Vendor. Until such replacement Vendor has been retained by State Street and is operational, the Access Services shall be suspended. If a replacement Vendor cannot be identified or retained, the Access Services and this Schedule shall terminate. (b) The Access Services terms and conditions of use as published from time to time on the electronic access web site, security and encryption requirements, format, content and specific Shareholder information to be provided will be as agreed to by the Company and the Shareholders, as applicable, and acceptable to the Vendor. If, in connection with the Access Services, Shareholder access to or use of such Access Services requires Shareholder or user to "accept" various terms and conditions, State Street acknowledges that such terms and conditions are "accepted" by Shareholder or user or their designee in order to access or use the Access Services and shall not be deemed to be “accepted” by the Company. (c) Each The Company represents and warrants that any Shareholder account, transaction and other information provided by the Company to State Street and/or the Vendor (either directly or through State Street) (i) will not infringe or violate the rights of any third party, including, but not limited to, patents, copyrights, trademarks and trade secrets, (ii) will not be defamatory or obscene and (iii) will not violate any other applicable law. (d) In the event that (A) State Street or the Vendor believes in good faith that a the Company or Shareholder has provided Shareholder information that (i) infringes or violates the rights of any third party, including, but not limited to, patents, copyrights, trademarks and trade secrets, (ii) is defamatory or obscene, or (iii) violates any other applicable law; then (B) State Street or the Vendor shall have the right, but not the obligation, to delete or destroy information relating to such breach and State Street and the Vendor may suspend Access Services with respect to such Shareholder immediately. Upon any event which may cause State Street to suspend Access Services as described in this Section 1.2(d), if reasonably practicable, State Street will provide notice to the Company thirty (30) business days prior to such suspension; provided, however, that if such the Company takes such action as may be requested by State Street to eliminate such event, State Street shall not suspend its provision of Access Services, or, if its provision of Access Services has been suspended, shall reinstate the provision of Access Services hereunder. 1.3 State Street agrees that any Shareholder information received by State Street in connection with the Access Services is and shall remain the property of the Company and if not previously provided to the Company, will be returned to the Company by State Street following any termination of the Access Services by the CompaniesCompany, subject to record-keeping requirements to which State Street may be subject by law. State Street shall have no responsibility, obligation or liability with respect to any Shareholder information or other information transmitted to the Vendor by any person or entity other than State Street. 1.4 Neither State Street nor the Vendor shall be obligated to file any forms or information with any regulator, or enter into any agreement with the Shareholders or other persons, in connection with the Access Services. 1.5 For purposes of the Access Services, except as otherwise expressly stated in this Schedule, State Street makes no representation or warranty, either express or implied, concerning the Shareholder information or any other information, Access Services, reports or analysis provided hereunder or by any third party. The provisions of this Section 1.5 shall survive the termination of the Agreement.