Common use of Service Warranty Clause in Contracts

Service Warranty. You perform the function of converting an original check to a substitute check. Therefore, you understand and agree you are responsible, to the extent permitted by law, for all warranties and indemnifications set forth in Check 21 applying to any Reconverting financial institution and the Truncating financial Institution, as such terms are defined by Check 21, including, without limitation, the obligation to only convert an original check which allows for the creation of a substitute check which clearly and accurately represents the information on the front and back of the original check. We and our agents may, but shall have no obligation to, screen items or substitute checks for legal compliance. You agree to defend, indemnify, and hold us and our agents harmless from and against all liability, damage and loss arising out of any claims, suits, or demands brought by third parties with respect to any such substitute checks. Disclaimer of Liability. YOU ACKNOWLEDGE THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN OR TO ANY INFORMATION RESULTING FROM YOUR USE OF THE SERVICE. WE MAKE NO WARRANTIES AND DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE INCLUDING THE WARRANTY OF TITLE AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM ANY WARRANTIES REGARDING THE OPERATION, PERFORMANCE OR FUNCTIONALITY OF THE SERVICE (INCLUDING, WITHOUT LIMITATION, THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE). YOU FURTHER ACKNOWLEDGE THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND/OR TELECOMMUNICATION LINES OR CIRCUITS. YOU HEREBY ASSUME ALL RISKS RELATING TO THE FOREGOING. FINANCIAL PLUS CREDIT UNION’S LIABILITIES Direct Damages. OUR LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY YOU AND ONLY TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND INCLUDING LOST PROFITS WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. OUR LICENSORS OR SUPPLIERS WILL NOT BE SUBJECT TO ANY LIABILITY TO YOU IN CONNECTION WITH ANY MATTER. Your Duty to Report Errors. You shall notify us of any errors, omissions, or interruptions in, or delay or unavailability of, the Services as promptly as practicable, and in any event sixty (60) days after the earliest of discovery thereof, or the date discovery should have occurred through the exercise of reasonable care, and, in the case of any error, within sixty (60) days of the date of the earliest notice to you which reflects the error. Your failure to notify us of any error, omission, or other discrepancy within sixty (60) days from the date of a loss shall relieve us of any liability for such error, omission, or discrepancy.

Service Warranty. You perform the function of converting an original check to a substitute check. Therefore, you understand and agree that you are responsible, to the extent permitted by law, for all warranties and indemnifications set forth in Check 21 applying to any Reconverting financial institution Credit Union and the Truncating financial InstitutionCredit Union, as such terms are defined by Check 21, including, without limitation, the obligation to only convert an original check which that allows for the creation of a substitute check which that clearly and accurately represents the information on the front and back of the original check. We and our agents may, but shall have no obligation toobligation, to screen items or substitute checks for legal compliance. Our Liabilities Performance You acknowledge and agree to defend, indemnify, and hold us and our agents harmless from and against all liability, damage and that we shall not be liable for any damages or loss arising out of any claimskind resulting from any unintentional error or omission by us in performing Mobile Deposit, suitsin accordance with or unintentional deviation from the terms and conditions of this Agreement, including exhibits or addenda. You acknowledge that our systems and procedures established for providing Mobile Deposit are commercially reasonable. Maintenance of Mobile Deposit or any related services may be performed from time-to-time resulting in interrupted service, delays, or demands brought by third parties with respect errors in Mobile Deposit or related services. Attempts to any provide prior notice of scheduled maintenance will be made, but we cannot guarantee that such substitute checksnotice will be provided. Disclaimer of Liability. YOU ACKNOWLEDGE THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UNLESS OTHERWISE REQUIRED BY LAW, WE ARE SHALL NOT BE RESPONSIBLE FOR ANY ERRORS LOSS OR OMISSIONS IN DAMAGE CAUSED BY MOBILE BANKING. NOR SHALL WE BE RESPONSIBLE FOR ANY LATE FEES, INDIRECT OR TO ANY INFORMATION RESULTING CONSEQUENTIAL DAMAGES ARISING FROM YOUR THE USE OR MAINTENANCE OF THE SERVICE. WE MAKE NO WARRANTIES AND DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE INCLUDING THE WARRANTY OF TITLE AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM ANY WARRANTIES REGARDING THE OPERATION, PERFORMANCE OR FUNCTIONALITY OF THE SERVICE (INCLUDING, WITHOUT LIMITATION, THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE). YOU FURTHER ACKNOWLEDGE THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND/OR TELECOMMUNICATION LINES OR CIRCUITS. YOU HEREBY ASSUME ALL RISKS RELATING TO THE FOREGOING. FINANCIAL PLUS CREDIT UNION’S LIABILITIES Direct DamagesMOBILE BANKING. OUR LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY YOU AND ONLY TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PROVIDED THAT THE MAXIMUM AGGREGATE LIABILITY OF US RESULTING FROM ANY SUCH CLAIMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU FOR MOBILE BANKING RESULTING IN SUCH LIABILITY IN THE TWO MONTH PERIOD PRECEDING THE DATE THE CLAIM ACCRUED. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE MOBILE BANKING IS PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING LOST PROFITS WHETHER BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR NOT WE HAVE BEEN ADVISED WARRANTIES OF MERCHANTABILITY OR NON- INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE POSSIBILITY FOREGOING, WE DISCLAIM ANY WARRANTIES REGARDING THE OPERATION, PERFORMANCE, OR FUNCTIONALITY OF SUCH LOSS MOBILE BANKING (INCLUDING WITHOUT LIMITATION THAT MOBILE BANKING WILL OPERATE WITHOUT INTERRUPTION OR DAMAGE. OUR LICENSORS OR SUPPLIERS WILL NOT BE SUBJECT TO ANY LIABILITY TO YOU IN CONNECTION WITH ANY MATTER. Your Duty to Report Errors. You shall notify us of any errors, omissions, or interruptions in, or delay or unavailability of, the Services as promptly as practicable, and in any event sixty (60) days after the earliest of discovery thereof, or the date discovery should have occurred through the exercise of reasonable care, and, in the case of any error, within sixty (60) days of the date of the earliest notice to you which reflects the error. Your failure to notify us of any error, omission, or other discrepancy within sixty (60) days from the date of a loss shall relieve us of any liability for such error, omission, or discrepancyERROR FREE).

Service Warranty. You perform Seller warrants that the function of converting an original check to a substitute check. Therefore, you understand and agree you are responsible, “Services” provided hereunder shall conform to the extent permitted by law, for all specifications and express warranties and indemnifications set forth in Check 21 applying to any Reconverting financial institution these terms and conditions and the Truncating financial Institutionaccepted Order, as and that at the time of delivery: (i) Seller shall have the right to perform such terms are defined Services; (ii) the Services and any resulting Report or other deliverable shall be delivered upon due payment, free of encumbrances. Services performed by Check 21Seller will be performed in a professional and xxxxxxx-like manner exercising a reasonable degree of care consistent with testing services industry standard practice. Seller will modify or correct any such Services that have not been so performed if written notice of any such failure is given to Seller within one-hundred eighty (180) calendar days of the date of delivery of any final deliverable for such Services (the “Warranty Period”). No claim of any kind with respect to the conformance of the Services to the foregoing specifications (including any exceptions or waivers), includingwhether or not based on negligence, without limitationwarranty, strict liability or any other theory of law, will be greater than the obligation Seller’s price of the nonconforming Services in respect to only convert an original check which allows for such claim is made. Seller shall be provided ample opportunity to re-perform the creation Services at its expense in the event of a substitute check warranty claim. If the Seller is unable to re-perform the services, Buyer and Seller shall mutually agree upon an equitable adjustment in price, which clearly and accurately represents shall not exceed the information on the front and back Seller’s price of the original checknonconforming Services. We and our agents mayNotwithstanding the provisions of this Service Warranty regarding non-conforming services, but shall have no obligation toif Buyer should disagree, screen items for any reason, with the results or substitute checks for legal compliance. You agree to defend, indemnifyconclusions of the service hereunder, and hold us require additional work for verification, Seller shall be entitled to the cost of the additional work required to verify the results, where the results are subsequently so verified. SELLER’S LIABILITY OF EVERY FORM AND TYPE, EXCEPTING THOSE LIABILITIES COVERED BY THE SELLER’S PRODUCTS AND COMPLETED OPERATIONS INSURANCE, OR ANY PENDING OR UNRESOLVED WARRANTY CLAIMS ARISING DURING THE WARRANTY PERIOD, SHALL ABSOLUTELY AND COMPLETELY TERMINATE AT THE CONCLUSION OF THE ONE- HUNDRED EIGHTY (180) DAY WARRANTY PERIOD. The foregoing constitutes the Buyer’s exclusive remedies and our agents harmless from and against all liability, damage and loss arising out of any claims, suits, or demands brought by third parties Xxxxxx's sole obligation with respect to any such substitute checksclaim. Disclaimer of LiabilityTHERE ARE NO EXPRESS WARRANTIES BY SELLER OTHER THAN THOSE SPECIFIED IN THIS PARAGRAPH. YOU ACKNOWLEDGE THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN OR TO ANY INFORMATION RESULTING FROM YOUR USE OF THE SERVICE. WE MAKE NO WARRANTIES AND DISCLAIM ALL WARRANTIESBY SELLER WILL BE IMPLIED OR OTHERWISE CREATED UNDER THE UNIFORM COMMERCIAL CODE OR ANY OTHER THEORY OF LAW, EXPRESS OR IMPLIEDINCLUDING WITHOUT LIMITATION, REGARDING THE SERVICE INCLUDING THE WARRANTY OF TITLE AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM ANY WARRANTIES REGARDING THE OPERATION, PERFORMANCE OR FUNCTIONALITY OF THE SERVICE (INCLUDING, WITHOUT LIMITATION, THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE). YOU FURTHER ACKNOWLEDGE THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND/OR TELECOMMUNICATION LINES OR CIRCUITS. YOU HEREBY ASSUME ALL RISKS RELATING TO THE FOREGOING. FINANCIAL PLUS CREDIT UNION’S LIABILITIES Direct Damages. OUR LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY YOU AND ONLY TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND INCLUDING LOST PROFITS WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. OUR LICENSORS OR SUPPLIERS WILL NOT BE SUBJECT TO ANY LIABILITY TO YOU IN CONNECTION WITH ANY MATTER. Your Duty to Report Errors. You shall notify us of any errors, omissions, or interruptions in, or delay or unavailability of, the Services as promptly as practicable, and in any event sixty (60) days after the earliest of discovery thereof, or the date discovery should have occurred through the exercise of reasonable care, and, in the case of any error, within sixty (60) days of the date of the earliest notice to you which reflects the error. Your failure to notify us of any error, omission, or other discrepancy within sixty (60) days from the date of a loss shall relieve us of any liability for such error, omission, or discrepancyPURPOSE.

Service Warranty. You perform (a) With respect to the function of converting Services based on voice-over-internet-protocol (VoIP) technology, I understand that the Service is based on voice over internet protocol (VoIP) technology and requires an original check always-on, high-speed Internet connection, which I am obligated to a substitute checkprovide. Therefore, you understand I acknowledge and agree you are responsiblethat in the event that Service is inoperable (as defined hereinbelow) as a result of a failure of the Provider voice switching equipment, to the extent permitted by lawand, through no fault of my own, for all warranties a continuous period of four (4) or more consecutive hours, then for each 24-hour period (the initial 24-hour period beginning as of the time Service becomes inoperable) during which Service is inoperable (as defined hereinbelow) for four (4) or more consecutive hours I will receive, as my sole and indemnifications exclusive remedy, a credit in an amount equal to one-thirtieth (1/30) of the applicable monthly rate set forth in Check 21 applying the Order Form; provided, however, in no event shall any credit granted pursuant to any Reconverting financial institution and these provisions during the Truncating financial Institutioncourse of one calendar month exceed twenty-five (25%) percent of the applicable monthly rate set forth in the Order Form. I also acknowledge that if the Service is continuously inoperable (as defined hereinbelow) for three (3) or more consecutive business days, in addition to my right to receive a credit as such terms are defined by Check 21described herein, includingI will also have the right to terminate my account, without limitationany penalty, notwithstanding my term commitment described in Exhibit A has not elapsed, provided that I give notice to the Provider of my election to do so within seventy-two (72) hours after the reinstatement of my service. In that event, all Services shall terminate on the thirtieth (30th) day (“Effective Termination Date”) after the Provider's receipt of such notice as if such Effective Termination Date was the Contract End Date. I hereby acknowledge that in the event of such early termination, I am fully responsible for any and all charges incurred under this Agreement through the Effective Termination Date. For the purposes of this Agreement, the obligation to Service shall be deemed inoperable only convert an original check which allows for the creation if I am incapable of placing telephone calls from AcePBX®-enabled VoIP phones because of a substitute check which clearly and accurately represents the information on the front and back failure of the original check. We and our agents may, but shall have no obligation to, screen items Provider voice switching equipment; or substitute checks for legal compliance. You agree I am incapable of receiving telephone calls to defend, indemnify, and hold us and our agents harmless from and against all liability, damage and loss arising out AcePBX®- enabled phones because of any claims, suits, or demands brought by third parties with respect to any such substitute checks. Disclaimer of Liability. YOU ACKNOWLEDGE THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN OR TO ANY INFORMATION RESULTING FROM YOUR USE OF THE SERVICE. WE MAKE NO WARRANTIES AND DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE INCLUDING THE WARRANTY OF TITLE AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM ANY WARRANTIES REGARDING THE OPERATION, PERFORMANCE OR FUNCTIONALITY OF THE SERVICE (INCLUDING, WITHOUT LIMITATION, THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE). YOU FURTHER ACKNOWLEDGE THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND/OR TELECOMMUNICATION LINES OR CIRCUITS. YOU HEREBY ASSUME ALL RISKS RELATING TO THE FOREGOING. FINANCIAL PLUS CREDIT UNION’S LIABILITIES Direct Damages. OUR LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY YOU AND ONLY TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND INCLUDING LOST PROFITS WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. OUR LICENSORS OR SUPPLIERS WILL NOT BE SUBJECT TO ANY LIABILITY TO YOU IN CONNECTION WITH ANY MATTER. Your Duty to Report Errors. You shall notify us of any errors, omissions, or interruptions in, or delay or unavailability of, the Services as promptly as practicable, and in any event sixty (60) days after the earliest of discovery thereof, or the date discovery should have occurred through the exercise of reasonable care, and, in the case of any error, within sixty (60) days a failure of the date Provider voice switching equipment. I agree that any claim of inoperable Service must be made in writing via e-mail addressed to xxxxxxx@xxxxxxxxxxxxx.xxx followed by a phone call to a telephone number provided for this purpose by the earliest notice to you which reflects the error. Your failure to notify us of any error, omission, or other discrepancy within sixty (60) days from the date of a loss shall relieve us of any liability for such error, omission, or discrepancyProvider.

Service Warranty. You Seller warrants that the services performed by the Field Service Representative(s) will be done in accordance with Sellers standards and in a manner consistent with companies providing the same type of service. If, within ninety (90) days of Seller providing the Field Service, such Field Service is proven by Buyer to be not in accordance with such standards and practices, then Seller will re-perform the function of converting an original check to a substitute checkField Service that was defective. ThereforeHowever, you understand any technical information furnished and agree you are responsible, the recommendations submitted to the extent permitted Buyer by law, for all warranties the Field Service Representative(s) will be AS IS and indemnifications shall not impose any liability on Seller Any report issued does not purport to set forth in Check 21 applying all discrepancies or hazards nor to any Reconverting financial institution and the Truncating financial Institutionindicate other discrepancies or hazards do not exist. SELLER ASSUMES NO LIABILITY WITH RESPECT TO THE USE OF, as such terms are defined by Check 21OR FOR DAMAGES RESULTING FROM, including, without limitation, the obligation to only convert an original check which allows for the creation of a substitute check which clearly and accurately represents the information on the front and back of the original check. We and our agents may, but shall have no obligation to, screen items or substitute checks for legal compliance. You agree to defend, indemnify, and hold us and our agents harmless from and against all liability, damage and loss arising out of any claims, suits, or demands brought by third parties with respect to any such substitute checks. Disclaimer of Liability. YOU ACKNOWLEDGE THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN OR TO ANY INFORMATION RESULTING FROM YOUR USE OF ANY INFORMATION, METHOD, OR PROCESS DISCLOSED IN ANY REPORT ISSUED UNDER THIS CONTRACT. THE SERVICE. WE MAKE NO WARRANTIES ABOVE EXPRESS WARRANTY IS OFFERED IN LIEU OF ALL OTHER EXPRESS AND DISCLAIM ALL IMPLIED WARRANTIES, EXPRESS WRITTEN OR IMPLIEDORAL, REGARDING THE SERVICE WHETHER IN LAW OR EQUITY, INCLUDING THE WARRANTY OF TITLE AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A FORA PARTICULAR PURPOSE AND NONINFRINGEMENTWARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OR TRADE, WHICH THE SELLER SPECIFICALLY DISCLAIMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOINGThe foregoing Shall constitute the sale and exclusive remedy of Buyer and the sale and exclusive liability of Seller for deficient Field Service, WE DISCLAIM ANY WARRANTIES REGARDING THE OPERATION, PERFORMANCE OR FUNCTIONALITY OF THE SERVICE (INCLUDING, WITHOUT LIMITATION, THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE). YOU FURTHER ACKNOWLEDGE THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND/OR TELECOMMUNICATION LINES OR CIRCUITS. YOU HEREBY ASSUME ALL RISKS RELATING TO THE FOREGOING. FINANCIAL PLUS CREDIT UNION’S LIABILITIES Direct Damages. OUR LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY YOU AND ONLY TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND INCLUDING LOST PROFITS WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. OUR LICENSORS OR SUPPLIERS WILL NOT BE SUBJECT TO ANY LIABILITY TO YOU IN CONNECTION WITH ANY MATTER. Your Duty to Report Errors. You shall notify us whether arising under breach of any errors, omissionscontract, or interruptions inin tort, including negligence, strict liability, or delay or unavailability of, the Services as promptly as practicable, and in any event sixty (60) days after the earliest of discovery thereof, or the date discovery should have occurred through the exercise of reasonable care, and, in the case of any error, within sixty (60) days of the date of the earliest notice to you which reflects the error. Your failure to notify us of any error, omission, or other discrepancy within sixty (60) days from the date of a loss shall relieve us of any liability for such error, omission, or discrepancyotherwise.

Service Warranty. You Xovis undertakes to perform the function of converting an original check all services related to a substitute check. Therefore, you understand and agree you are responsible, to the extent permitted by law, for all warranties and indemnifications set forth in Check 21 applying to any Reconverting financial institution and the Truncating financial Institution, as such terms are defined by Check 21, including, without limitation, the obligation to only convert an original check which allows for the creation of a substitute check which clearly and accurately represents the information on the front and back or part of the original checkXovis Flow Service faithfully and with due care. We After Initial Sensor Configuration, Xovis warrants that during the Term (a) the Xovis Flow Service will operate and our agents mayperform in substantial conformance with the Service Documentation; (b) Xovis' provision of the Xovis Flow Service shall meet or exceed the Service Levels defined in the Service Level Agreement, but if any, subject to all requirements and exceptions provided for each Service Level; (c) Xovis shall have no obligation toin its sphere of influence use commercially reasonable measures to prevent Malicious Code to be included and transported through the Xovis Flow Service, screen items or substitute checks for legal compliance(d) Xovis shall comply with all Law that applies to Xovis. You agree If Customer deems that the Initial Sensor Configuration is inaccurate, Customer can require Xovis to defend, indemnify, validate the counting accuracy and hold us and our agents harmless from and against all liability, damage and loss arising out of any claims, suits, or demands brought by third parties with respect to any such substitute checks. Disclaimer of Liability. YOU ACKNOWLEDGE THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN OR TO ANY INFORMATION RESULTING FROM YOUR USE OF THE SERVICE. WE MAKE NO WARRANTIES AND DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE INCLUDING THE WARRANTY OF TITLE AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM ANY WARRANTIES REGARDING THE OPERATION, PERFORMANCE OR FUNCTIONALITY OF THE SERVICE reconfigure the sensor within thirty (INCLUDING, WITHOUT LIMITATION, THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE). YOU FURTHER ACKNOWLEDGE THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND/OR TELECOMMUNICATION LINES OR CIRCUITS. YOU HEREBY ASSUME ALL RISKS RELATING TO THE FOREGOING. FINANCIAL PLUS CREDIT UNION’S LIABILITIES Direct Damages. OUR LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY YOU AND ONLY TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND INCLUDING LOST PROFITS WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. OUR LICENSORS OR SUPPLIERS WILL NOT BE SUBJECT TO ANY LIABILITY TO YOU IN CONNECTION WITH ANY MATTER. Your Duty to Report Errors. You shall notify us of any errors, omissions, or interruptions in, or delay or unavailability of, the Services as promptly as practicable, and in any event sixty (6030) days after the earliest Term Start Date. Post expiry of discovery thereofthe aforementioned period, inaccurate sensor configuration is considered a support case provided that Customer can demonstrate its compliance with its obligations and the prerequisites specified in section E. Any Sensor Re-Configuration that is (a) not carried out during the initial thirty (30) period post the Term Start Date; (b) a consequence of Customer’s non-compliance with section E and hence does not qualify as a support case; (c) carried out upon request by Customer (for instance if a particular sensor is being relocated) will be subject to an additional charge as per the Official Price List/the Subscription Order. During the Subscription Term, Xovis shall use commercially reasonable endeavors to as per the Service Levels or otherwise on a “best effort” basis (a) continuously update and maintain the date discovery should usefulness of the software application that is basis to the Xovis Flow Service; and (b) correct or at least circumvent errors and malfunctions of the software application that is basis to the Xovis Flow Service either detected by Xovis or otherwise reported by Customer. With regard to errors and malfunctions, which from an objective point of view only have occurred through a minor impact on the exercise functionalities and availability of reasonable carethe Xovis Flow Service, andXovis shall be entirely free to at its sole discretion address any such issue in one of the later releases of the software application that is basis to the Xovis Flow Service. Xovis represents and warrants the availability of the cloud-hosted software application that serves the basis to the Xovis Flow Services (i.e. not applicable to single tenant issues, sensor-related issues, configuration issues etc.) as per the terms and Service Levels specified in the Service Level Agreement. However, Xovis reserves the right, to temporarily limit the availability of and the access to the Xovis Flow Service in part or in whole for servicing and maintenance purposes as specified in the Service Level Agreement. Xovis shall not be liable under this service warranty and shall be eligible to invoice to Customer any efforts incurred for analyzing or even resolving such items at the rates specified in the Subscription Order or, in the case absence of any errorsuch, within sixty (60) days of the date of the earliest notice to you which reflects the error. Your failure to notify us of any error, omission, or other discrepancy within sixty (60) days from the date of a loss shall relieve us of any liability for such error, omission, or discrepancy.at Xovis’ then current professional services rates,

Service Warranty. You perform We warrant that the function of converting Services will be performed in a professional and workmanlike manner and as described in an original check applicable Service Attachment. All Services will be deemed to a substitute checkbe accepted unless Client notifies Provider in writing within ten (10) working days after performance that the Services did not conform to this warranty. ThereforeProvider promptly will correct any non- conformities and will notify Client in writing that the non-conformities have been corrected. DI S C L A I M E R O F W A R R A NT Y PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, you understand and agree you are responsibleTHAT PROVIDER WILL CORRECT ALL SERVICES ERRORS, to the extent permitted by lawOR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, for all warranties and indemnifications set forth in Check 21 applying to any Reconverting financial institution and the Truncating financial Institution, as such terms are defined by Check 21, including, without limitation, the obligation to only convert an original check which allows for the creation of a substitute check which clearly and accurately represents the information on the front and back of the original check. We and our agents may, but shall have no obligation to, screen items or substitute checks for legal compliance. You agree to defend, indemnify, and hold us and our agents harmless from and against all liability, damage and loss arising out of any claims, suits, or demands brought by third parties with respect to any such substitute checks. Disclaimer of Liability. YOU ACKNOWLEDGE OR THAT THE SERVICE WILL BE COMPLETELY SECURE. THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE TEMPORARY LOSS OF SERVICE AVAILABILITY. PROVIDER IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE ARE NOT RESPONSIBLE FOR ANY ERRORS ISSUES RELATED TO THE PERFORMANCE, OPERATION OR OMISSIONS IN OR TO ANY INFORMATION RESULTING SECURITY OF THE SERVICES THAT ARISE FROM YOUR USE CONTENT OR THIRD-PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. PROVIDER SHALL HAVE NO OBLIGATION WITH RESPECT TO A WARRANTY CLAIM (i) IF NOTIFIED OF SUCH A CLAIM AFTER THE WARRANTY PERIOD OR (ii) IF THE CLAIM IS THE RESULT OF THIRD-PARTY HARDWARE OR SOFTWARE FAILURES, OR THE ACTIONS OF CLIENT OR A THIRD PARTY. FOR ANY BREACH OF THE SERVICESERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF PROVIDER CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND PROVIDER WILL REFUND TO YOU THE FEES FOR THE TERMINATED SERVICES THAT YOU PRE-PAID TO US FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION. WE MAKE TO THE EXTENT NOT PROHIBITED BY LAW, CLIENT ACKNOWLEDGES THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO WARRANTIES AND DISCLAIM ALL WARRANTIES, OTHER EXPRESS OR IMPLIED, REGARDING THE SERVICE INCLUDING THE WARRANTY OF TITLE AND THE IMPLIED WARRANTIES OF OR CONDITIONS BY THE PROVIDER OR ANY THIRD- PARTY VENDORS’ INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE PURPOSE, AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE THAT THOSE THIRD-PARTY VENDORS DISCLAIM ANY WARRANTIES REGARDING AND ALL LIABILITY, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL, ARISING FROM THE OPERATIONSERVICES. PROVIDER MAY LINK TO OR OFFER THIRD-PARTY SERVICES FOR RESALE. ANY PURCHASE, PERFORMANCE ENABLING, OR FUNCTIONALITY ENGAGEMENT OF THIRD-PARTY SERVICES, INCLUDING BUT NOT LIMITED TO IMPLEMENTATION, CUSTOMIZATION, CONSULTING SERVICES, E-MAIL, WEB HOSTING, SERVER HOSTING, PHONE SERVICE, AND ANY EXCHANGE OF DATA BETWEEN YOU AND ANY THIRD- PARTY SERVICE, IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRD- PARTY SERVICE (INCLUDINGPROVIDER AND IS SUBJECT TO THE TERMS AND CONDITIONS OF SUCH THIRD-PARTY PROVIDER. PROVIVDER DOES NOT WARRANT THIRD- PARTY SERVICES AND IS NOT RESPONSIBLE OR LIABLE FOR SUCH SERVICES OR ANY LOSSES OR ISSUES THAT RESULT AS YOUR USE OF SUCH SERVICES. IF YOU PURCHASE, WITHOUT LIMITATIONENABLE OR ENGAGE ANY THIRD-PARTY SERVICE FOR USE IN CONNECTION WITH THE SERVICES, YOU ACKNOWLEDGE THAT COMPANY MAY ALLOW PROVIDERS OF THOSE THIRD-PARTY SERVICES TO ACCESS YOUR DATA USED IN CONNECTION WITH THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE)SERVICES AS REQUIRED FOR THE INTEROPERATION OF SUCH THIRD-PARTY SERVICES WITH THE SERVICES. YOU FURTHER ACKNOWLEDGE THERE ARE CERTAIN SECURITYREPRESENT AND WARRANT THAT YOUR USE OF ANY THIRD-PARTY SERVICE SIGNIFIES YOUR INDEPENDENT CONSENT TO THE ACCESS AND USE OF YOUR DATA BY THE THIRD-PARTY SERVICE PROVIDER, CORRUPTIONAND THAT SUCH CONSENT, TRANSMISSION ERROR USE, AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND/OR TELECOMMUNICATION LINES OR CIRCUITSIS OUTSIDE OF PROVIDERS’S CONTROL. YOU HEREBY ASSUME ALL RISKS RELATING TO THE FOREGOING. FINANCIAL PLUS CREDIT UNION’S LIABILITIES Direct Damages. OUR LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY YOU AND ONLY TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND INCLUDING LOST PROFITS WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. OUR LICENSORS OR SUPPLIERS COMPANY WILL NOT BE SUBJECT TO RESPONSIBLE OR LIABLE FOR ANY LIABILITY TO YOU IN CONNECTION WITH DISCLOSURE, MODIFICATION OR DELETION OF DATA RESULTING FROM ANY MATTERSUCH ACCESS BY THIRD-PARTY SERVICE PROVIDERS. Your Duty Compliance with Laws Provider shall comply with all laws applicable to Report ErrorsProvider in its role as a Managed IT Provider. For the avoidance of doubt, Provider is not responsible for complying with the laws applicable to Client or Client’s industry. Client shall comply with all Laws applicable to Client or in Client’s industry. Although it is under no obligation to do so, from time to time, Provider may make recommendations regarding legal requirements and regulatory compliance protocols related to Client’s network and practices. If Client fails to adopt or implement the recommended legal requirements or regulatory compliance protocols, Client is responsible for any and all damages related to legal and regulatory compliance. Even if Client does take Provider’s advice regarding legal requirements and regulatory compliance protocols, Provider does not take responsibility for any legal requirements and regulatory compliance protocols or audits. N O HI R I N G You shall not solicit any Provider employee with whom you have had direct contact in connection with the Services for employment with you or with any other person during the Term of this Agreement and for twelve (12) months following termination of this Agreement. Notwithstanding the foregoing, you shall not be precluded from (a) hiring an employee of Provider who independently approaches you, or (b) conducting general recruiting activities, such as participation in job fairs or publishing advertisements in publications or on Web sites for general circulation. You shall notify us acknowledge that injury resulting from any breach of any errors, omissions, or interruptions in, or delay or unavailability of, this provision would be significant and irreparable and that it would be extremely difficult to ascertain the Services as promptly as practicable, and in any event sixty (60) days after the earliest actual amount of discovery thereof, or the date discovery should have occurred through the exercise of reasonable care, anddamages resulting from such breach. Therefore, in the case event of a violation of this provision, in addition to any errorother right Provider may have at law or in equity, within sixty you shall make a one-time payment to Provider in the amount of one hundred percent (60100%) days of the date affected employee's base salary for one year, which accurately reflects the reasonable value of the earliest notice employees time and costs. We agree that such amount is not intended as a penalty and is reasonably calculated based upon the projected costs the injured party would incur to you which reflects the error. Your failure to notify us of any erroridentify, omissionrecruit, or other discrepancy within sixty (60) days from the date of a loss shall relieve us of any liability hire and train suitable replacements for such error, omission, or discrepancy.personnel. Arbitration Procedures

Service Warranty. You perform Seller warrants that the function of converting an original check to a substitute check. Therefore, you understand and agree you are responsible, “Services” provided hereunder shall conform to the extent permitted by law, for all specifications and express warranties and indemnifications set forth in Check 21 applying to any Reconverting financial institution these terms and conditions and the Truncating financial Institutionaccepted Order, as and that at the time of delivery: (i) Seller shall have the right to perform such terms are defined Services; (ii) the Services and any resulting Report or other deliverable shall be delivered upon due payment, free of encumbrances. Services performed by Check 21Seller will be performed in a professional and xxxxxxx-like manner exercising a reasonable degree of care consistent with testing services industry standard practice. Seller will modify or correct any such Services that have not been so performed if written notice of any such failure is given to Seller within one-hundred eighty (180) calendar days of the date of delivery of any final deliverable for such Services (the “Warranty Period”). No claim of any kind with respect to the conformance of the Services to the foregoing specifications (including any exceptions or waivers), includingwhether or not based on negligence, without limitationwarranty, strict liability or any other theory of law, will be greater than the obligation Seller’s price of the nonconforming Services in respect to only convert an original check which allows for such claim is made. Seller shall be provided ample opportunity to re-perform the creation Services at its expense in the event of a substitute check warranty claim. If the Seller is unable to re-perform the services, Buyer and Seller shall mutually agree upon an equitable adjustment in price, which clearly and accurately represents shall not exceed the information on the front and back Seller’s price of the original checknonconforming Services. We and our agents mayNotwithstanding the provisions of this Service Warranty regarding non-conforming services, but shall have no obligation toif Buyer should disagree, screen items for any reason, with theresults or substitute checks for legal compliance. You agree to defend, indemnifyconclusions of the service hereunder, and hold us require additional work for verification, Seller shall be entitled to the cost of the additional work required to verify the results, where the results are subsequently so verified. SELLER’S LIABILITY OF EVERY FORM AND TYPE,EXCEPTING THOSE LIABILITIES COVERED BY THE SELLER’S PRODUCTS AND COMPLETED OPERATIONS INSURANCE, OR ANY PENDING OR UNRESOLVED WARRANTY CLAIMS ARISING DURING THE WARRANTY PERIOD, SHALL ABSOLUTELY AND COMPLETELY TERMINATE AT THE CONCLUSION OF THE ONE-HUNDRED EIGHTY (180) DAY WARRANTY PERIOD. The foregoing constitutes the Buyer’s exclusive remedies and our agents harmless from and against all liability, damage and loss arising out of any claims, suits, or demands brought by third parties Xxxxxx's sole obligation with respect to any such substitute checksclaim. Disclaimer of LiabilityTHERE ARE NO EXPRESS WARRANTIES BY SELLER OTHER THAN THOSE SPECIFIED IN THIS PARAGRAPH. YOU ACKNOWLEDGE THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN OR TO ANY INFORMATION RESULTING FROM YOUR USE OF THE SERVICE. WE MAKE NO WARRANTIES AND DISCLAIM ALL WARRANTIESBY SELLER WILL BE IMPLIED OR OTHERWISE CREATED UNDER THE UNIFORM COMMERCIAL CODE OR ANY OTHER THEORY OF LAW, EXPRESS OR IMPLIEDINCLUDING WITHOUT LIMITATION, REGARDING THE SERVICE INCLUDING THE WARRANTY OF TITLE AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM ANY WARRANTIES REGARDING THE OPERATION, PERFORMANCE OR FUNCTIONALITY OF THE SERVICE (INCLUDING, WITHOUT LIMITATION, THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE). YOU FURTHER ACKNOWLEDGE THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND/OR TELECOMMUNICATION LINES OR CIRCUITS. YOU HEREBY ASSUME ALL RISKS RELATING TO THE FOREGOING. FINANCIAL PLUS CREDIT UNION’S LIABILITIES Direct Damages. OUR LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY YOU AND ONLY TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND INCLUDING LOST PROFITS WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. OUR LICENSORS OR SUPPLIERS WILL NOT BE SUBJECT TO ANY LIABILITY TO YOU IN CONNECTION WITH ANY MATTER. Your Duty to Report Errors. You shall notify us of any errors, omissions, or interruptions in, or delay or unavailability of, the Services as promptly as practicable, and in any event sixty (60) days after the earliest of discovery thereof, or the date discovery should have occurred through the exercise of reasonable care, and, in the case of any error, within sixty (60) days of the date of the earliest notice to you which reflects the error. Your failure to notify us of any error, omission, or other discrepancy within sixty (60) days from the date of a loss shall relieve us of any liability for such error, omission, or discrepancyPURPOSE.

Service Warranty. You perform For the function of converting Services performed by Signify or its Subcontractors under these Terms, an original check Offer and/or an Agreement, Signify’s sole, exclusive, and limited warranty to a substitute check. Therefore, you understand and agree you are responsible, to the extent permitted by lawCustomer is that, for all warranties and indemnifications set forth in Check 21 applying to any Reconverting financial institution and the Truncating financial Institution, as such terms are defined by Check 21, including, without limitation, the obligation to only convert an original check which allows for the creation of a substitute check which clearly and accurately represents the information on the front and back of the original check. We and our agents may, but shall have no obligation to, screen items or substitute checks for legal compliance. You agree to defend, indemnify, and hold us and our agents harmless from and against all liability, damage and loss arising out of any claims, suits, or demands brought by third parties with respect to any such substitute checks. Disclaimer of Liability. YOU ACKNOWLEDGE THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN OR TO ANY INFORMATION RESULTING FROM YOUR USE OF THE SERVICE. WE MAKE NO WARRANTIES AND DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE INCLUDING THE WARRANTY OF TITLE AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM ANY WARRANTIES REGARDING THE OPERATION, PERFORMANCE OR FUNCTIONALITY OF THE SERVICE thirty (INCLUDING, WITHOUT LIMITATION, THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE). YOU FURTHER ACKNOWLEDGE THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND/OR TELECOMMUNICATION LINES OR CIRCUITS. YOU HEREBY ASSUME ALL RISKS RELATING TO THE FOREGOING. FINANCIAL PLUS CREDIT UNION’S LIABILITIES Direct Damages. OUR LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY YOU AND ONLY TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND INCLUDING LOST PROFITS WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. OUR LICENSORS OR SUPPLIERS WILL NOT BE SUBJECT TO ANY LIABILITY TO YOU IN CONNECTION WITH ANY MATTER. Your Duty to Report Errors. You shall notify us of any errors, omissions, or interruptions in, or delay or unavailability of, the Services as promptly as practicable, and in any event sixty (60) days after the earliest of discovery thereof, or the date discovery should have occurred through the exercise of reasonable care, and, in the case of any error, within sixty (60) days of the date of the earliest notice to you which reflects the error. Your failure to notify us of any error, omission, or other discrepancy within sixty (6030) days from the date upon which the performance of such Service has been completed, the Service will be free from Defects. A "Defect" or “Defective” means, in relation to a loss Service, that the Service has not been performed in a competent, diligent manner (“Service Warranty”). In order to be entitled to make a valid claim under this Service Warranty, Customer shall relieve us promptly notify Signify, through a registered Service ticket, of any liability alleged Defective Services prior to expiration of the Service Warranty. In the event that Signify decides, in its sole discretion, that a claim under the Service Warranty is valid, Signify shall, within a reasonable time, at its own option, remedy or supplement any Defective Services. If despite reasonable efforts of Signify, the Defective Services cannot be remedied or supplemented, Signify shall make an appropriate refund or credit of monies paid by Customer for such errorthose Defective Services. Remedies or supplements will not extend or renew the Service Warranty period. Customer shall obtain consent from Signify on the specifications of any tests it plans to conduct to determine whether a Service is Defective. In the event that Signify decides that a claim under the Service Warranty is not valid, omissionCustomer will bear any costs that Signify may have incurred in connection therewith. Failure to meet these conditions renders the Service Warranty null and void. This Service Warranty does not apply to damage or failure to perform arising as a result of any Force Majeure or from any General Service Exclusions & Assumptions as set forth in Section 1 of these Terms, any Specific Service Exclusions & Assumptions as set forth in an Offer and/or Agreement, any Concealed, Unknown and Undisclosed Conditions, Legal Deficiencies and/or Hazardous Materials as set forth in Section 2 of these Terms, as well as from any exclusions set forth in an Offer and/or Agreement, or discrepancyfrom any assumptions made in an Offer and/or Agreement becoming or being proven untrue, inaccurate, incorrect or incomplete. SUBJECT TO THE EXCLUSIONS AND LIMITATIONS SET OUT IN THESE TERMS, AND SUBJECT TO APPLICABLE LAW, THIS SECTION 7.3(B) STATES THE ENTIRE LIABILITY OF SIGNIFY IN CONNECTION WITH DEFECTIVE SERVICES, REGARDLESS OF WHEN THE DEFECT ARISES, AND WHETHER A CLAIM, HOWEVER DESCRIBED, IS BASED ON CONTRACT, WARRANTY, INDEMNITY, TORT OR EXTRA- CONTRACTUAL LIABILITY (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WILL EXTEND DIRECTLY TO CUSTOMER ONLY AND NOT TO ANY THIRD PARTY. SIGNIFY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AN ESSENTIAL PURPOSE OF THE LIMITED EXCLUSIVE LIABILITIES AND REMEDIES UNDER THE SERVICE WARRANTY IS THE ALLOCATION OF RISKS BETWEEN SIGNIFY AND CUSTOMER, WHICH ALLOCATION OF RISKS IS REFLECTED IN THE SERVICE FEES.

Service Warranty. You perform Subject to Your continued payment of all license fees applicable to Your use of the function of converting an original check to a substitute check. Therefore, you understand and agree you are responsible, to the extent permitted by law, for all warranties and indemnifications set forth in Check 21 applying to any Reconverting financial institution Software and the Truncating financial InstitutionService, as such terms are defined and subject to continued compliance with the Agreement (including this Appendix A) by Check 21User and all Authorized Personnel, including, without limitation, Avigilon will use commercially reasonable efforts to: (a) maintain the obligation to only convert an original check which allows for the creation of a substitute check which clearly security and accurately represents the information on the front and back integrity of the original checkService; and (b) make the Service available 24 hours a day, 7 days a week, except for any Maintenance Period and Excused Downtime. We and our agents may, but shall have no obligation to, screen items or substitute checks for legal compliance. You agree Avigilon will use commercially reasonable efforts to defend, indemnify, and hold us and our agents harmless from and against all liability, damage and loss arising out provide advance notice of any claimsMaintenance Period, suitswhich notice may be provided through the Service. AVIGILON DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR NEEDS, or demands brought by third parties with respect to any such substitute checksOR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE SERVICE WILL BE ERROR- FREE, OR THAT ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED. Disclaimer of Liability. YOU ACKNOWLEDGE EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN "“AS IS" ” AND "“AS AVAILABLE" ” BASIS. WE ARE NOT RESPONSIBLE FOR , AND AVIGILON DISCLAIMS ANY ERRORS OR OMISSIONS IN OR TO ANY INFORMATION RESULTING FROM YOUR USE OF THE SERVICE. WE MAKE NO WARRANTIES AND DISCLAIM ALL OTHER PROMISES, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICE INCLUDING THE WARRANTY OF TITLE AND THE IMPLIED INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, OF: (A) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE; (B) ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, OR INFORMATIONAL CONTENT; (C) TITLE OR NON-INFRINGEMENT OR NON- MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, SUBJECT TO THE INDEMNIFICATION OBLIGATIONS OF AVIGILON IN SECTION 6 BELOW; (D) QUALITY AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY FUNCTIONALITY OF INSTALLATION OF THE FOREGOINGSERVICE, WE DISCLAIM ANY WARRANTIES REGARDING THE OPERATION, PERFORMANCE OR FUNCTIONALITY RELATED HARDWARE AND SOFTWARE BY A THIRD PARTY; OR (E) INTEGRATION AND COMPATIBILITY OF THE SERVICE (INCLUDING, WITHOUT LIMITATION, THAT WITH THIRD PARTY HARDWARE. AVIGILON SHALL NOT BE RESPONSIBLE FOR PROBLEMS IN THE INTERACTION OF THE SERVICE WILL OPERATE WITHOUT INTERRUPTION WITH NON-AVIGILON SOFTWARE OR BE ERROR FREE). YOU FURTHER ACKNOWLEDGE THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND/OR TELECOMMUNICATION LINES OR CIRCUITS. YOU HEREBY ASSUME ALL RISKS RELATING TO THE FOREGOING. FINANCIAL PLUS CREDIT UNION’S LIABILITIES Direct Damages. OUR LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY YOU AND ONLY TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND INCLUDING LOST PROFITS WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. OUR LICENSORS OR SUPPLIERS WILL NOT BE SUBJECT TO ANY LIABILITY TO YOU IN CONNECTION WITH ANY MATTER. Your Duty to Report Errors. You shall notify us of any errors, omissions, or interruptions in, or delay or unavailability of, the Services as promptly as practicable, and in any event sixty (60) days after the earliest of discovery thereof, or the date discovery should have occurred through the exercise of reasonable care, and, in the case of any error, within sixty (60) days of the date of the earliest notice to you which reflects the error. Your failure to notify us of any error, omission, or other discrepancy within sixty (60) days from the date of a loss shall relieve us of any liability for such error, omission, or discrepancyHARDWARE PRODUCTS.

Service Warranty. You perform We warrant that the function of converting Services will be performed in a professional and workmanlike manner and as described in an original check applicable Service Attachment. All Services will be deemed to a substitute checkbe accepted unless Client notifies Provider in writing within ten (10) working days after performance that the Services did not conform to this warranty. ThereforeProvider promptly will correct any non-conformities and will notify Client in writing that the non-conformities have been corrected. DISCLAIMER OF WARRANTY PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, you understand and agree you are responsibleTHAT PROVIDER WILL CORRECT ALL SERVICES ERRORS, to the extent permitted by lawOR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, for all warranties and indemnifications set forth in Check 21 applying to any Reconverting financial institution and the Truncating financial Institution, as such terms are defined by Check 21, including, without limitation, the obligation to only convert an original check which allows for the creation of a substitute check which clearly and accurately represents the information on the front and back of the original check. We and our agents may, but shall have no obligation to, screen items or substitute checks for legal compliance. You agree to defend, indemnify, and hold us and our agents harmless from and against all liability, damage and loss arising out of any claims, suits, or demands brought by third parties with respect to any such substitute checks. Disclaimer of Liability. YOU ACKNOWLEDGE OR THAT THE SERVICE WILL BE COMPLETELY SECURE. THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE TEMPORARY LOSS OF SERVICE AVAILABILITY. PROVIDER IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE ARE NOT RESPONSIBLE FOR ANY ERRORS ISSUES RELATED TO THE PERFORMANCE, OPERATION OR OMISSIONS IN OR TO ANY INFORMATION RESULTING SECURITY OF THE SERVICES THAT ARISE FROM YOUR USE CONTENT OR THIRD- PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. PROVIDER SHALL HAVE NO OBLIGATION WITH RESPECT TO A WARRANTY CLAIM (i) IF NOTIFIED OF SUCH A CLAIM AFTER THE WARRANTY PERIOD OR (ii) IF THE CLAIM IS THE RESULT OF THIRD-PARTY HARDWARE OR SOFTWARE FAILURES, OR THE ACTIONS OF CLIENT OR A THIRD PARTY. FOR ANY BREACH OF THE SERVICESERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF PROVIDER CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND PROVIDER WILL REFUND TO YOU THE FEES FOR THE TERMINATED SERVICES THAT YOU PRE- PAID TO US FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION. WE MAKE TO THE EXTENT NOT PROHIBITED BY LAW, CUSTOMER ACKNOWLEDGES THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO WARRANTIES AND DISCLAIM ALL WARRANTIES, OTHER EXPRESS OR IMPLIED, REGARDING THE SERVICE INCLUDING THE WARRANTY OF TITLE AND THE IMPLIED WARRANTIES OF OR CONDITIONS BY THE PROVIDER OR ANY THIRD-PARTY VENDORS’ INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE PURPOSE, AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOINGTHAT THOSE THIRD- or in equity, WE DISCLAIM ANY WARRANTIES REGARDING THE OPERATION, PERFORMANCE OR FUNCTIONALITY OF THE SERVICE (INCLUDING, WITHOUT LIMITATION, THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE). YOU FURTHER ACKNOWLEDGE THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND/OR TELECOMMUNICATION LINES OR CIRCUITS. YOU HEREBY ASSUME ALL RISKS RELATING TO THE FOREGOING. FINANCIAL PLUS CREDIT UNION’S LIABILITIES Direct Damages. OUR LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY YOU AND ONLY TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND INCLUDING LOST PROFITS WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. OUR LICENSORS OR SUPPLIERS WILL NOT BE SUBJECT TO ANY LIABILITY TO YOU IN CONNECTION WITH ANY MATTER. Your Duty you shall make a one-time payment to Report Errors. You shall notify us of any errors, omissions, or interruptions in, or delay or unavailability of, the Services as promptly as practicable, and in any event sixty (60) days after the earliest of discovery thereof, or the date discovery should have occurred through the exercise of reasonable care, and, Provider in the case amount of any error, within sixty one hundred percent (60100%) days of the date affected employee's base salary for one year, which accurately reflects the reasonable value of the earliest notice employees time and costs. We agree that such amount is not intended as a penalty and is reasonably calculated based upon the projected costs the injured party would incur to you which reflects the error. Your failure to notify us of any erroridentify, omissionrecruit, or other discrepancy within sixty (60) days from the date of a loss shall relieve us of any liability hire and train suitable replacements for such error, omission, or discrepancypersonnel.

Service Warranty. You perform We warrant that the function of converting Services will be performed in a professional and workmanlike manner and as described in an original check applicable Service Attachment. All Services will be deemed to a substitute checkbe accepted unless Client notifies Provider in writing within ten (10) working days after performance that the Services did not conform to this warranty. ThereforeProvider promptly will correct any non-conformities and will notify Client in writing that the non-conformities have been corrected. DISCLAIMER OF WARRANTY PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, you understand and agree you are responsibleTHAT PROVIDER WILL CORRECT ALL SERVICES ERRORS, to the extent permitted by lawOR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, for all warranties and indemnifications set forth in Check 21 applying to any Reconverting financial institution and the Truncating financial Institution, as such terms are defined by Check 21, including, without limitation, the obligation to only convert an original check which allows for the creation of a substitute check which clearly and accurately represents the information on the front and back of the original check. We and our agents may, but shall have no obligation to, screen items or substitute checks for legal compliance. You agree to defend, indemnify, and hold us and our agents harmless from and against all liability, damage and loss arising out of any claims, suits, or demands brought by third parties with respect to any such substitute checks. Disclaimer of Liability. YOU ACKNOWLEDGE OR THAT THE SERVICE WILL BE COMPLETELY SECURE. THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE TEMPORARY LOSS OF SERVICE AVAILABILITY. PROVIDER IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE ARE NOT RESPONSIBLE FOR ANY ERRORS ISSUES RELATED TO THE PERFORMANCE, OPERATION OR OMISSIONS IN OR TO ANY INFORMATION RESULTING SECURITY OF THE SERVICES THAT ARISE FROM YOUR USE CONTENT OR THIRD- PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. PROVIDER SHALL HAVE NO OBLIGATION WITH RESPECT TO A WARRANTY CLAIM (i) IF NOTIFIED OF SUCH A CLAIM AFTER THE WARRANTY PERIOD OR (ii) IF THE CLAIM IS THE RESULT OF THIRD-PARTY HARDWARE OR SOFTWARE FAILURES, OR THE ACTIONS OF CLIENT OR A THIRD PARTY. FOR ANY BREACH OF THE SERVICESERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF PROVIDER CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND PROVIDER WILL REFUND TO YOU THE FEES FOR THE TERMINATED SERVICES THAT YOU PRE- PAID TO US FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION. WE MAKE TO THE EXTENT NOT PROHIBITED BY LAW, CUSTOMER ACKNOWLEDGES THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO WARRANTIES AND DISCLAIM ALL WARRANTIES, OTHER EXPRESS OR IMPLIED, REGARDING THE SERVICE INCLUDING THE WARRANTY OF TITLE AND THE IMPLIED WARRANTIES OF OR CONDITIONS BY THE PROVIDER OR ANY THIRD-PARTY VENDORS’ INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE PURPOSE, AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE THAT THOSE THIRD- PARTY VENDORS DISCLAIM ANY WARRANTIES REGARDING AND ALL LIABILITY, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL, ARISING FROM THE OPERATIONSERVICES. PROVIDER MAY LINK TO OR OFFER THIRD-PARTY SERVICES FOR RESALE. ANY PURCHASE, PERFORMANCE ENABLING, OR FUNCTIONALITY ENGAGEMENT OF THIRD-PARTY SERVICES, INCLUDING BUT NOT LIMITED TO IMPLEMENTATION, CUSTOMIZATION, CONSULTING SERVICES, E-MAIL, WEB HOSTING, SERVER HOSTING, PHONE SERVICE, AND ANY EXCHANGE OF DATA BETWEEN YOU AND ANY THIRD-PARTY SERVICE, IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRD-PARTY SERVICE (INCLUDINGPROVIDER AND IS SUBJECT TO THE TERMS AND CONDITIONS OF SUCH THIRD- PARTY PROVIDER. PROVIVDER DOES NOT WARRANT THIRD- PARTY SERVICES AND IS NOT RESPONSIBLE OR LIABLE FOR SUCH SERVICES OR ANY LOSSES OR ISSUES THAT RESULT AS YOUR USE OF SUCH SERVICES. IF YOU PURCHASE, WITHOUT LIMITATIONENABLE OR ENGAGE ANY THIRD-PARTY SERVICE FOR USE IN CONNECTION WITH THE SERVICES, YOU ACKNOWLEDGE THAT COMPANY MAY ALLOW PROVIDERS OF THOSE THIRD- PARTY SERVICES TO ACCESS YOUR DATA USED IN CONNECTION WITH THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE)SERVICES AS REQUIRED FOR THE INTEROPERATION OF SUCH THIRD-PARTY SERVICES WITH THE SERVICES. YOU FURTHER ACKNOWLEDGE THERE ARE CERTAIN SECURITYREPRESENT AND WARRANT THAT YOUR USE OF ANY THIRD-PARTY SERVICE SIGNIFIES YOUR INDEPENDENT CONSENT TO THE ACCESS AND USE OF YOUR DATA BY THE THIRD-PARTY SERVICE PROVIDER, CORRUPTIONAND THAT SUCH CONSENT, TRANSMISSION ERROR USE, AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND/OR TELECOMMUNICATION LINES OR CIRCUITSIS OUTSIDE OF PROVIDERS’S CONTROL. YOU HEREBY ASSUME ALL RISKS RELATING TO THE FOREGOING. FINANCIAL PLUS CREDIT UNION’S LIABILITIES Direct Damages. OUR LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY YOU AND ONLY TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND INCLUDING LOST PROFITS WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. OUR LICENSORS OR SUPPLIERS COMPANY WILL NOT BE SUBJECT TO RESPONSIBLE OR LIABLE FOR ANY LIABILITY TO YOU IN CONNECTION DISCLOSURE, MODIFICATION OR DELETION OF DATA RESULTING FROM ANY SUCH ACCESS BY THIRD-PARTY SERVICE PROVIDERS. COMPLIANCE WITH ANY MATTERLAWS Provider shall comply with all laws applicable to Provider in its role as a Managed IT Provider. Your Duty For the avoidance of doubt, Provider is not responsible for complying with the laws applicable to Report ErrorsCustomer or Customer’s industry. You Customer shall notify us of comply with all Laws applicable to Customer or in Customer’s industry. Although it is under no obligation to do so, from time to time, Provider may make recommendations regarding legal requirements and regulatory compliance protocols related to Client’s network and practices. If Client fails to adopt or implement the recommended legal requirements or regulatory compliance protocols, Client is responsible for any errorsand all damages related to legal and regulatory compliance. Even if Client does take Provider’s advice regarding legal requirements and regulatory compliance protocols, omissions, Provider does not take responsibility for any legal requirements and regulatory compliance protocols or interruptions in, or delay or unavailability of, the Services as promptly as practicable, and in any event sixty (60) days after the earliest of discovery thereof, or the date discovery should have occurred through the exercise of reasonable care, and, in the case of any error, within sixty (60) days of the date of the earliest notice to you which reflects the error. Your failure to notify us of any error, omission, or other discrepancy within sixty (60) days from the date of a loss shall relieve us of any liability for such error, omission, or discrepancyaudits.

Service Warranty. You perform We warrant that the function Services will be performed in a professional and workmanlike manner and as described in an applicable Service Order or Schedule of converting an original check Services. All Services will be deemed to a substitute checkbe accepted unless Client notifies Provider in writing within ten (10) working days after performance that the Services did not conform to this warranty. ThereforeProvider promptly will correct any non- conformities and will notify Client in writing that the non-conformities have been corrected. DISCLAIMER OF WARRANTY PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, you understand and agree you are responsibleTHAT PROVIDER WILL CORRECT ALL SERVICES ERRORS, to the extent permitted by lawOR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, for all warranties and indemnifications set forth in Check 21 applying to any Reconverting financial institution and the Truncating financial Institution, as such terms are defined by Check 21, including, without limitation, the obligation to only convert an original check which allows for the creation of a substitute check which clearly and accurately represents the information on the front and back of the original check. We and our agents may, but shall have no obligation to, screen items or substitute checks for legal compliance. You agree to defend, indemnify, and hold us and our agents harmless from and against all liability, damage and loss arising out of any claims, suits, or demands brought by third parties with respect to any such substitute checks. Disclaimer of Liability. YOU ACKNOWLEDGE OR THAT THE SERVICE WILL BE COMPLETELY SECURE. THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE TEMPORARY LOSS OF SERVICE AVAILABILITY. PROVIDER IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE ARE NOT RESPONSIBLE FOR ANY ERRORS ISSUES RELATED TO THE PERFORMANCE, OPERATION OR OMISSIONS IN OR TO ANY INFORMATION RESULTING SECURITY OF THE SERVICES THAT ARISE FROM YOUR USE CONTENT OR THIRD-PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. PROVIDER SHALL HAVE NO OBLIGATION WITH RESPECT TO A WARRANTY CLAIM (i) IF NOTIFIED OF SUCH A CLAIM AFTER THE WARRANTY PERIOD OR (ii) IF THE CLAIM IS THE RESULT OF THIRD-PARTY HARDWARE OR SOFTWARE FAILURES, OR THE ACTIONS OF CLIENT OR A THIRD-PARTY. FOR ANY BREACH OF THE SERVICESERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF PROVIDER CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND PROVIDER WILL REFUND TO YOU THE FEES FOR THE TERMINATED SERVICES THAT YOU PRE-PAID TO US FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION. WE MAKE TO THE EXTENT NOT PROHIBITED BY LAW, CLIENT ACKNOWLEDGES THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO WARRANTIES AND DISCLAIM ALL WARRANTIES, OTHER EXPRESS OR IMPLIED, REGARDING THE SERVICE INCLUDING THE WARRANTY OF TITLE AND THE IMPLIED WARRANTIES OF OR CONDITIONS BY THE PROVIDER OR ANY THIRD-PARTY VENDORS’ INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE PURPOSE, AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE THAT THOSE THIRD- PARTY VENDORS DISCLAIM ANY WARRANTIES REGARDING AND ALL LIABILITY, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL, ARISING FROM THE OPERATIONSERVICES. PROVIDER MAY LINK TO OR OFFER THIRD-PARTY SERVICES FOR RESALE. ANY PURCHASE, PERFORMANCE ENABLING, OR FUNCTIONALITY ENGAGEMENT OF THIRD-PARTY SERVICES, INCLUDING BUT NOT LIMITED TO IMPLEMENTATION, CUSTOMIZATION, CONSULTING SERVICES, E-MAIL, WEB HOSTING, SERVER HOSTING, PHONE SERVICE, AND ANY EXCHANGE OF DATA BETWEEN YOU AND ANY THIRD-PARTY SERVICE, IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRD-PARTY SERVICE (INCLUDINGPROVIDER AND IS SUBJECT TO THE TERMS AND CONDITIONS OF SUCH THIRD-PARTY PROVIDER. PROVIVDER DOES NOT WARRANT THIRD-PARTY SERVICES AND IS NOT RESPONSIBLE OR LIABLE FOR SUCH SERVICES OR ANY LOSSES OR ISSUES THAT RESULT AS YOUR USE OF SUCH SERVICES. IF YOU PURCHASE, WITHOUT LIMITATIONENABLE OR ENGAGE ANY THIRD-PARTY SERVICE FOR USE IN CONNECTION WITH THE SERVICES, YOU ACKNOWLEDGE THAT PROVIDER MAY ALLOW PROVIDERS OF THOSE THIRD-PARTY SERVICES TO ACCESS YOUR DATA USED IN CONNECTION WITH THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE)SERVICES AS REQUIRED FOR THE INTEROPERATION OF SUCH THIRD-PARTY SERVICES WITH THE SERVICES. YOU FURTHER ACKNOWLEDGE THERE ARE CERTAIN SECURITYREPRESENT AND WARRANT THAT YOUR USE OF ANY THIRD-PARTY SERVICE SIGNIFIES YOUR INDEPENDENT CONSENT TO THE ACCESS AND USE OF YOUR DATA BY THE THIRD-PARTY SERVICE PROVIDER, CORRUPTIONAND THAT SUCH CONSENT, TRANSMISSION ERROR USE, AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND/OR TELECOMMUNICATION LINES OR CIRCUITSIS OUTSIDE OF PROVIDERS’S CONTROL. YOU HEREBY ASSUME ALL RISKS RELATING TO THE FOREGOING. FINANCIAL PLUS CREDIT UNION’S LIABILITIES Direct Damages. OUR LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY YOU AND ONLY TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND INCLUDING LOST PROFITS WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. OUR LICENSORS OR SUPPLIERS PROVIDER WILL NOT BE SUBJECT TO RESPONSIBLE OR LIABLE FOR ANY LIABILITY TO YOU IN CONNECTION WITH DISCLOSURE, MODIFICATION OR DELETION OF DATA RESULTING FROM ANY MATTERSUCH ACCESS BY THIRD-PARTY SERVICE PROVIDERS. Your Duty to Report ErrorsNO HIRING You shall not solicit any Provider employee with whom you have had direct contact in connection with the Services for employment with you or with any other person during the Term of this agreement and for twelve (12) months following termination of this agreement. Notwithstanding the foregoing, you shall not be precluded from (a) hiring an employee of Provider who independently approaches you, or (b) conducting general recruiting activities, such as participation in job fairs or publishing advertisements in publications or on Web sites for general circulation. You shall notify us acknowledge that injury resulting from any breach of any errors, omissions, or interruptions in, or delay or unavailability of, this provision would be significant and irreparable and that it would be extremely difficult to ascertain the Services as promptly as practicable, and in any event sixty (60) days after the earliest actual amount of discovery thereof, or the date discovery should have occurred through the exercise of reasonable care, anddamages resulting from such breach. Therefore, in the case event of a violation of this provision, in addition to any errorother right Provider may have at law or in equity, within sixty you shall make a one-time payment to Provider in the amount of one hundred percent (60100%) days of the date affected employee's base salary for one year, which accurately reflects the reasonable value of the earliest notice employees time and costs. We agree that such amount is not intended as a penalty and is reasonably calculated based upon the projected costs the injured party would incur to you which reflects the error. Your failure to notify us of any erroridentify, omissionrecruit, or other discrepancy within sixty (60) days from the date of a loss shall relieve us of any liability hire and train suitable replacements for such error, omission, or discrepancypersonnel.