Exhibit 10.25
Quotien(SM) Xxxx Payment Service Agreement
Version 01.01.03
Internet Xxxx Payment
Service Agreement
THIS SERVICE AGREEMENT is made effective upon the last signature, by
and between Two River Community Bank ("the Financial Institution" or "Fl") and
Online Resources Corporation ("Online Resources").
Recitals:
A. Online Resources has developed and operates a system which enables
consumer and small business customers of financial institutions to
initiate xxxx payment and certain other financial services through the use
of proprietary technology which links consumers to their financial
institution and which presents certain information through remote consumer
devices such as personal computer browsers.
B. FI desires to retain Online Resources for the purpose of providing
financial services on behalf of FI for the benefit of FI's customers.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, the parties, intending legally to be bound,
mutually agree as follows:
1. Definitions
As used in this Agreement, the following terms shall have the respective
meanings set forth below:
"Agreement" shall mean this Agreement and all Exhibits attached hereto, as
such Agreement and attached Service Description and any of such Exhibits
shall be amended in writing from time to time.
"ATM Network" shall mean the electronic banking network that provides its
member FIs with telecommunications, card and PIN authorization and data
base support, links to networks providing similar functions, and
consolidates the processing and settlement of transactions.
"Billable Account" shall mean a primary xxxx payment DDA Account tied to a
single xxxx payment "merchant list" for the Quotien(SM) Service.
"Xxxx Payment Services" shall mean the xxxx payment services described in
Exhibit A hereof.
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"Customer" shall mean an FI's individual or small business depositor (as
defined by the FI) based in the U.S. and maintaining a DDA Account.
"Customer Services" shall mean the services provided to Users as
summarized in the Service Description, Exhibit A which are the
responsibility of FI to provide.
"Designated Quotien(SM) Services" shall mean the Quotien(SM) Services
priced in Exhibit B and described in Exhibit A.
"DDA Account" shall mean a demand deposit account.
"Functional Requirements Document" shall mean the written document that
Online Resources produces to identify the systems and service features to
be included in the FI's offering; and any special processing features
required by the Fl, its processor, or any EFT network that will be
involved in the transmission or processing of the transactions under this
Agreement.
"Integrated Support Software" shall mean the software which is used to
enable Customer Services Representatives to enroll customers, link
merchants, order devices and fulfillment materials, produce reports, set
up end-user billing, and communicate via e-mail with Users.
"Integrated Support System" shall mean the procedures, systems, and
software Online Resources has developed to coordinate the enrollment of
Users on, and their use of, the Quotien(SM) System.
"Merchant Services" shall mean the processes and procedures related to
soliciting merchant and payment information for inclusion in the database.
"Quotien(SM) Services" shall mean any combination of services including
enabling devices, Integrated Support Software and Services that are
provided to FI's Users through a link to Online Resources' platform.
"Quotien(SM) System" shall mean the electronic banking and information
system that enables the Fl to provide, through Online Resources,
Quotien(SM) Services.
"Password" shall mean the personal identification code assigned to each
User and authorized by Online Resources to enable such User to access and
receive services delivered through the electronic banking network
including those delivered under the Quotien(SM) System.
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"PC Browser-Based Application" shall mean the application software that
Online Resources has developed for the purpose of enabling Users to access
the Quotien(SM) System via the Internet or Extranet and receive
Quotien(SM) Services.
"PIN" shall mean the personal identification number assigned to each User
and authorized by the ATM network to enable such User to access and
receive services delivered through the electronic banking network
including those delivered under the Quotien(SM) System.
"User" shall mean a "Customer" who has accessed the Quotien(SM) System
through PC Browser-Based Application and uses his assigned PIN or Password
to access the Designated Quotien(SM) Services.
2. Business Relationship
2.1 Online Resources' Responsibilities
Online Resources agrees to be solely responsible for providing the
Designated Quotien(SM) Services to FI for the benefit of its Users. The
services are described in Exhibit A and are subject to the prices set
forth in Exhibit B. For items not specified in Exhibit B, Online Resources
reserves the right to provide individual quotes.
Online Resources agrees to provide the Designated Quotien Services at 110%
of the industry standard performance levels detailed in the published
Online Resources Service Quality Index, which may be periodically
modified. If 110% of the composite industry standard is not met at FI
level in each of three consecutive months, then Online Resources will pay
a penalty in a sum equal to 10% of the FI's last invoice, not to exceed
$10,000 per month, provided the FI is current and in good standing on all
open invoices payable to Online.
2.2 Fl Responsibilities
FI is responsible for:
a. Assigning a product manager to this service;
b. Ensuring that FI sales and other personnel understand the features
and functions of the services, and have an opportunity to
participate in FI's Test programs.
FI agrees to actively market the Designated Quotien(SM) Service either
independently or by participating in one of Online Resources' consumer
marketing programs. At a minimum,
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this includes communicating the product and service features and benefits
to the consumer market through regular branch merchandising and Customer
communications.
FI agrees to be responsible for providing front-line Customer Service,
either through its own call center or through Online Resources' service
bureau.
3. Grant of Licenses
3.1 Service Marks and Trademarks
While this Agreement is in effect, Online Resources grants to FI a
non-exclusive, non-transferable license to use all of Online Resources'
service marks and trademarks in connection with marketing the Quotiens"'
Service and in providing Customer Service to Users.
3.2 Integrated Support Software
While this Agreement is in effect, Online Resources grants to FT a
non-exclusive, non-transferable license to use Integrated Support Software
solely in connection with providing those Customer Services which FI is
obligated to provide under this Agreement.
3.3 Marketing Rights
While this Agreement is in effect, Online Resources grants to FI a
non-assignable, non-transferable right to market and distribute the
Designated Quotien' Service to Customers.
Notwithstanding such license, Online Resources reserves the right to offer
non-banking electronic services through the Quotien(SM) System to Users
upon prior written approval of Fl, which approval shall not be
unreasonably withheld.
4. Representations, Warranties, and Covenants of Online Resources
In order to induce FI to execute this Agreement, Online Resources
represents, warrants, and covenants (in addition to any other covenants
contained herein) to FI as follows:
4.1 Requirements
Online Resources will comply with all network and processor requirements
and procedures, as well as with all applicable laws and regulations, while
providing the Quotien(SM) Service to Users.
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The FI agrees to provide and maintain a test account to enable ORCC to
test the initial and on-going functionality of the Quotien(sm) Internet
Xxxx Payment Application. The FI agrees to establish these accounts with
ORCC at no charge.
4.2 Fl Service Marks and Trademarks
Online Resources will not use any of FI's service marks and trademarks
except for the purpose of identifying the Designated Quotien(sm) Services
to Users and in any such case, only with the prior written consent of FI.
4.3 Advertising, Messaging, and Product Information
Online Resources reserves the right to advertise to targeted groups of
Users based on an internal analysis of its database with the prior written
approval of FI, which approval shall not be unreasonably withheld.
Online Resources agrees it will not disclose User information including
confidential xxxx payment data and User lists to any third party, unless
requested by the User.
4.4 User Satisfaction Surveys
Online Resources will conduct periodic (monthly) end user satisfaction
surveys. The purpose of the survey is to measure users' perception of the
quality of the service versus their expectations. Approximately one
percent of users across Online Resources' clients are randomly selected
for the survey. No user will receive a survey more than once every 365
days. Surveys are performed online and are anonymous (Online Resources
cannot identify the user). At the time of this contract the survey
measures overall user satisfaction as well as users' perception of: system
performance, account statement, xxxx payment and customer care. The
results of the survey are incorporated into the Service Quality Index
which are available to the financial institution on a periodic (monthly)
basis.
4.5 Confidentiality
Online Resources will maintain the confidentiality of the FI's trade
secrets, know-how, procedures, or manuals of which Online Resources
acquires knowledge during the term of this Agreement (FI's Confidential
Information). Online Resources agrees not to disclose, publish, divulge,
or reveal any of the FI's Confidential Information unless required by
lawful subpoena. Online Resources shall also maintain the confidentiality
of the Users and their account information. Notwithstanding the foregoing,
Online Resources shall have the right to compile information regarding
Users' use of the Quotien(SM) Service, and make such marketing information
available for sale, provided such information is not specific to any Users
or FI.
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4.6 Representations and Warranties
Online Resources represents and warrants that it has the exclusive right,
title, and interest in and to the Quotien(sm) Service and the Quotien(sm)
System, and each component thereof, and that distribution of the
Quotien(sm) Services and/or the Quotien(sm) System, or any portion
thereof, to Fl as provided herein, is not subject to or violative of any
right, title, or interest of any third party or third parties in and to
the Quotien(sm) Service and/or the Quotien(SM) System.
4.7 Gramm Xxxxx Xxxxxx Act Compliance: Security and Privacy
The purpose of this section is to ensure that this Agreement conforms with
the applicable provisions of the Xxxxx-Xxxxx-Xxxxxx Act (the "Act").
4.7.1 Online Resources generally agrees to maintain the Confidential Information
(defined below) in confidence and in a secure manner and agrees not to
disclose such Confidential Information to any third party or use such
Confidential Information except for the limited purposes of carrying out
its obligations under the Agreement. "Confidential Information" shall mean
any data or information that is proprietary to the disclosing party and
not generally known to the public, whether in tangible or intangible form,
including, but not limited to, the following information: databases,
customer lists, and other customer or consumer specific data deemed to be
"nonpublic personal information" under the Rules.
4.7.2 Online Resources agrees and represents to the FI that it implements a
security program including measures designed to meet the objectives of the
Interagency Guidelines Establishing Standards for Safeguarding Customer
Information (the "Guidelines").
4.7.3 The FI has the right to make reasonable requests to inspect, during normal
business hours and upon 30 days advance written notice, Online Resources'
Program, associated audit reports, summaries of test results or equivalent
measures taken by Online Resources to ensure that it's security measures
meet the objectives of the Guidelines in accordance with the Rules and
this Amendment. These inspections will be performed on Online Resources'
premises and the bank will be billed at a rate of $200 per hour plus
expenses for such inspections. Notwithstanding the previous sentence,
Online Resources agrees that upon written request and payment of
applicable fees to promptly provide the FI with a copy of any audit or
test result report that it is legally permitted to disclose, that would
assist the Fl in evaluating Online Resources' program, including but not
limited to, any SAS 70 report covering Online's operations. (Please refer
to Exhibit B.)
4.7.4 In carrying out the above-described obligations to secure and protect the
respective Confidential Information of the FI, Online Resources agrees
that it will protect the Confidential Information of the Fl and will
require any of its service providers or
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subcontractors to protect and safeguard the Confidential Information of
the FI to the same degree required of Online Resources.
4.7.5 Online Resources agrees that in the event there is a breach of security
resulting in unauthorized disclosure of the Confidential Information of
the FI, Online will promptly notify the FI of such breach, the nature of
such breach, and the corrective action taken to respond to the breach.
5. Covenants of Fl
In order to induce Online Resources to execute this Agreement, and in
addition to any other covenants contained herein, the FI covenants with
Online Resources as follows:
5.1 Requirements
FI will continue to comply with all network and processor requirements and
procedures, and remain responsible for network and processor transaction
fees.
5.2 Disclosures
FI will provide Users with all disclosures required under the Electronic
Funds Transfer Act and shall cooperate with Online Resources to develop
resolution procedures mandated under federal and/or state banking and
consumer protection laws.
5.3 Confidentiality
FI will maintain the confidentiality of any of Online Resources' trade
secrets, know-how, procedures, or manuals of which FI acquires knowledge
during the term of this Agreement ("Online Resources Confidential
Information"). FI agrees not to disclose, publish, divulge, or reveal any
of such Online Resources Confidential Information unless required by a
lawful subpoena.
5.4 Notice and Correction of Malfunctions
FI shall promptly notify Online Resources of any acts or conditions which
cause the Quotien' System to malfunction or which adversely impact the
ability of Online Resources to provide the Designated Quotien(sm)
Services. FI agrees to promptly correct any malfunction or such other act
or condition and to take whatever action is reasonably required to prevent
the same from recurring.
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5.5 Payment of Fees
Recurring monthly minimum fees are billable beginning on the date
specified in Exhibit B. Invoices are due and payable immediately upon
presentation. FT shall make arrangements for collection through ACH debits
to designated Fl account and FI shall provide appropriate authorization
for Online to collect invoices through ACH debits, which shall be
processed no sooner than the 20th of the month. FI shall be subject to
1.5% monthly penalty on outstanding overdue amounts. FI has 60 days from
the invoice date to report any billing discrepancies.
Online Resources may increase the fees described in the exhibits to this
Agreement only after the first anniversary of the effective date, and will
provide forty five days written notice to FI prior to any increase in
fees. If the effect of such price increase would be to raise FI's fees
described in the exhibits to this agreement by more than 10%, FI may, at
its option, terminate this Agreement without the early termination fees
set forth in Section 7.4. FI must notify Online Resources of its intent to
terminate within 30 days of receipt of notice from Online Resources of a
Fee change.
6. Default
6.1 Event of Default
An Event of Default shall have occurred if (a) a party hereto shall breach
any covenant contained in this Agreement and shall have failed to cure
such breach within the greater of (i) 20 business days from the date of
receiving written notice of such breach by the non-breaching party or (ii)
such reasonable length of time required to cure such breach, provided such
party is diligently pursuing a cure, in both cases after having received
written notice from the non-breaching party of the breach; (b) a party
hereto shall (i) become subject to any bankruptcy or insolvency proceeding
under a Federal or state statute, (ii) become insolvent or subject to
direct control by a trustee, receiver, or similar authority or (iii) has
wound up or liquidated, voluntarily or otherwise.
6.2 Rights Upon an Event of Default
If an Event of Default occurs on the part of a party hereunder, the other
party shall have the right within 60 days following the occurrence of the
Event of Default to terminate this Agreement upon written notice to the
other party.
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7. Term
7.1 Initial Term
The initial term of this Agreement shall expire three years from the
effective date specified above.
7.2 Renewals
The Agreement shall automatically renew for successive three-year terms
unless notice of termination is provided by FI or Online Resources no less
than 60 days preceding the expiration of any term. Renewal pricing will be
provided to FI 90 days prior to automatic renewal date.
7.3 Rights of Termination
Following termination of this Agreement, FI agrees to pay a de-conversion
fee of $5,000 to obtain the following information:
o Provide Fl in machine-readable formatted file(s) which would
include Customer, Merchant and Scheduled Payment Data.
7.4 Early Termination
Termination of this Agreement by FI for any reason prior to expiration
will cause FI to pay Online Resources all outstanding balances and also a
termination fee equivalent to the highest monthly invoice amount times the
remaining number of months in the service agreement term, as set forth in
Exhibit B. FI must notify Online Resources in writing within 30 days of
its intent to terminate. The early termination fee is payable in full
within 30 days of early termination of this Agreement.
8. Miscellaneous
8.1 Notice
Any notice to be given hereunder shall be delivered by hand, including by
messenger or overnight courier, or sent by certified or registered mail,
return receipt requested, addressed as follows or as designated, in
writing, by any party hereto. If to Online Resources:
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Online Resources Corporation
0000 Xxxxxxxx Xxxxx, 0xx Xxxxx
XxXxxx, XX 00000
Attn: Chief Financial Officer
with a copy to:
Minez, Levin, Cohn, Ferris, Glovsky & Popeo, PC
00000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxx, Esq.
If to Fl:
Two River Community Bank
__________________________________________________
__________________________________________________
Attn: ____________________________________________
with a copy to:
__________________________________________________
__________________________________________________
Attn: ____________________________________________
8.2 Assignment
FI may not assign any of its interests in, rights, or obligations under
this Agreement without the prior written consent of Online Resources,
except that any FI which acquires, merges, combines, or consolidates with
Fl should automatically succeed to all the rights and obligations of FI
under this Agreement. Online Resources may not assign its rights or
obligations under this Agreement without the prior written consent of Fl,
provided, however, such consent shall not be required in connection with
the acquisition of Online Resources' business. In all cases hereunder,
consent will not be unreasonably withheld.
In the event the Fl is acquired, merged, combined, or consolidated with a
financial institution wishing to offer the Designated Quotien(sm) Services
to Customers whose account access requires a separate technical
implementation, the succeeding institution will pay an additional system
set-up fee. That fee will be negotiated between Online Resources and the
succeeding financial institution.
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8.3 Entire Agreement
This Agreement embodies the entire agreement of the parties relating to
the subject matter hereof. This Agreement supersedes all prior
correspondence, conversation, memoranda, and agreements between the
parties
8.4 Successors and Assigns
This Agreement shall bind the successors and assigns of the parties hereto
and inure to the benefit of the permitted successors and assigns thereof.
8.5 Force Majeure
No party shall be held liable or held in breach of this Agreement if
prevented, hindered, or delayed in the performance or observance of any
provision hereof by reason of any act of God, strike, lockout, riot, acts
of war, terrorism, epidemics, government actions, or regulation imposed
after the date hereof, judicial order, or other cause beyond such party's
reasonable control. Both parties agree that, once executed by both
parties, this Agreement shall supersede all other prior agreements between
the two parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized officers as of the date first above written.
ONLINE RESOURCES CORPORATION
By: /s/
--------------------------- ----------------------------
Signature Date
Print Name
TWO RIVER COMMUNITY BANK
By: /s/ Xxxxxxx Xxxxxxx 3/17/03
--------------------------- ----------------------------
Signature Date
Xxxxxxx Xxxxxxx
---------------------------
Print Name
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Exhibit A: Service Description
Quotien(SM) Services
The Quotien(SM) Xxxx Payment Service is made up of all the features and
service options described in this Exhibit. The Designated Quotien(SM)
Services are the service components to be delivered to the Financial
Institution as reflected in the Functional Requirements Document based on
the FI Implementation Questionnaire and the Electronic Funds Transfer
Disclosure for Retail Accounts.
Account Accessibility
Users shall be able to access up to 40 accounts at their financial
institution (Fl), if their accounts are accessible to Online Resources via
the ATM Network and support xxxx payment transactions. At minimum, all
Users will have access to their primary checking account.
Only accounts that can be accessed through the ATM Network in formats
supported by Online Resources can support Quotien(SM) transactions.
Supported formats may be expanded by Online Resources from time to time.
With the Designated Quotien(SM) Services, Users can access their accounts
via the PC Browser-based application. Upon general availability, access
will also be provided via private commercial networks, such as America
Online (AOL). Online Resources will support xxxx payment transactions
initiated through other software, such as Microsoft Money and Quicken, and
will comply with industry standards such as OFX and Gold.
Xxxx Payments
Users shall be able to pay any merchant currently on the system and to add
merchants to the system. The term "merchant" shall include, but not be
limited to, a business, charitable institution, or professional service
organization such as a law firm or doctors' group in the U.S., but shall
exclude the Internal Revenue Service, as well as all state and local tax
authorities. Users shall be able to schedule xxxx payments up to 364 days
in the future.
o Users shall be able to schedule xxxx payments to occur on a regular
basis: weekly, biweekly, monthly, semi-monthly, quarterly,
semi-annually, or annually for up to 45 years.
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o Users shall be able to review, change, and cancel scheduled future
or recurring payments up until midnight the day before the
transaction is scheduled.
o Users who are consumers (as opposed to Small Business Customers of
the FI) may make an unlimited number of xxxx payments throughout a
given month. Online Resources reserves the right to review accounts
with more than 20 xxxx payments per month to identify Small Business
Users.
Transaction Summary
o All Users shall be able to obtain a statement of their online
activity, which shall include an itemized list of completed
transactions for the past 45 days, scheduled transactions forward
through same date next month, and future balances forward through
the same date next month.
Operating Assumptions
Online Resources pulls an initial account balance from the primary DDA Account
at the beginning of each end-user session. Online Resources pulls other account
balances to support User activity throughout the session. The FI agrees and
guarantees to accept as good all payments confirmed by Online Resources based on
that initial balance.
Stand-In
It is strongly recommended that Online Resources be allowed to provide a limited
set of functionality when the FI or the ATM Network is not available in order to
increase the availability of Xxxx Payment Services to Users. Specifications for
this option will be defined during Implementation.
System Maintenance and Processing Support
Online Resources provides ongoing system maintenance to support the Quotien(sm)
Service. These include batch file transfers, software maintenance, customer and
merchant database maintenance and software upgrades.
Each business day Online Resources will make up to two attempts to process an
FI's batch files or the activity updates from the Integrated Support Software.
If an error on the FI's part requires additional Re-processing Support by Online
Resources, Online Resources will provide it as needed on a fee basis.
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Client Services
Account Management Services
Online Resources will assign an Account Manager who is responsible for Online
Resources' ongoing post-implementation relationship with the FI and serves as
the primary point of contact for non-operational issues for the FI. The Account
Manager provides marketing consultation to FIs who request such assistance to
develop marketing programs where opportunities exist to increase the User base
for xxxx payment. Examples of marketing support include: an online banking
marketing guide, sample consumer marketing campaigns, sample branch
communication package, and optional marketing services.
Training Services (optional)
Online Resources can provide optional Training Services for FIs at its
facilities in McLean, Virginia or at the FI's site. Training Services are
available on a fee basis.
Customer Service Training
Online Resources provides two days of training to enable FI personnel to:
o Use the Integrated Support Software and service Users.
o Resolve any problems that are incidental to Quotien(sm) System.
Branch Sales Training
At the option of the FI, Online Resources will also provide training to enable
FI trainers to teach branch personnel how to sell the Designated Quotien(sm)'
Services, as well as sales procedures they should follow. FI may elect to have
Online Resources train branch personnel directly.
MIS Reports
Online Resources provides detailed sales and usage reports to assist the FI in
monitoring product performance. Additional reports are available on a custom fee
basis.
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The Quotien(sm) Marketing Workshop (optional)
This optional workshop is a seminar program that guides participating Fls
through the planning process by helping them define their marketing objectives,
which drives key decisions about pricing, positioning, and promotions.
Solicitation Package (optional)
Online Resources has created a solicitation package that FIs can brand and
produce. The campaign includes sign-up forms, newspaper ads, posters, direct
mail, outdoor, broadcast (radio and TV), and customer communications pieces,
brochures, and statement stuffers.
Marketing Services (optional)
Online Resources can provide marketing services to clients. These services
include the creation and production of advertising and promotional materials,
either as principal or agent. These services are optional and quoted separately.
Internet Services
Online Resources provides Web Site Design and Hosting Services as set forth in
the Web Site Design and Hosting Agreement.
Customer Services
FI can provide front-line Customer Services through its own call center, or
Online Resources can provide Customer Service in the FI's name in a service
bureau environment.
Fl Customer Service
The FI is responsible for providing front-line Customer Service, either through
its own call center or through Online Resources' service bureau. Customer
Service Representatives establish and man incoming voice phone lines, receive
telephone calls and correspondence from Users, and are responsible for the
following tasks.
Internet Xxxx Payment
Customer Setup and Maintenance
o Process the application and enter customer data into the Integrated
Support System.
o Link Users to merchants listed on the sign-up form.
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o Perform account maintenance by entering changes to the User's
account, card/PIN/Password information, and merchant information.
Resolution of User Inquiries
Customer Service Representatives are responsible for responding to inquiries in
the following categories:
o Additional accounts to be linked to the Designated Quotien(sm)
Services.
o Pricing of the Designated Quotien(sm) Services.
o Transactional questions about xxxx payments.
o Navigation through the access devices.
o Features of the Designated Quotien(sm) Services.
Other Requests or Issues
Customer Services Representatives will answer other requests, such as those for
a change of address or cancellation of service, and enter such changes into the
Integrated Support System. They will also work with Online Resources to identify
and diagnose any system issues or reported problems.
Online Resources' Additional Fl and End User Support
Online Resources is responsible for supporting the FI and its Users in the
following areas:
o Technical fulfillment of linking end users to their Enabling Access
Device.
o Merchant relationships including payment inquiries, account updates,
and new merchant solicitation.
o Technical support, including related communications issues for the
Designated Quotien(sm) Services.
o User error as defined by Regulation E (12 CFR 205 et seq.), in
cooperation with FI.
o All escalated FI inquiries.
Hours of Operation
Online Resources' service bureau option, operating in the name of the FI, is
available 24 hours per day, 7 days a week, with the exception of the following
holidays:
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New Years Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day
Additional FI support calls, including technical customer support, payment
inquiries, FI-escalated issues, or other questions or requests can be made to
Online Resources' 24 x 7 call center at any time. The call center's ability to
provide immediate and final resolution may be dependent on merchants' or FI's
hours of operation, further technical, network and/or systems research, end user
availability, or other factors.
Service Standards
o User registrations will be processed within two (2) business days
for online registrations and registration forms.
o FI Customer Service will process and complete merchant links within
ten (10) business days from the date they are received.
o FI Customer Service Representatives shall respond to User inquiries
as set forth above by the close of business.
o Online Resources' additional Fl and User support will provide
call-back assistance in any case in which immediate and final
resolution did not occur in the call center (i.e., dependent upon
contact with third parties, etc.) no later than the end of the next
business day from receipt of call.
Late Charges and Penalty Guidelines
The parties agree that responsibility for paying any late charges and/or
penalties incurred due to a late payment to a merchant shall be as follows:
------------------------------------------------------------------------------------
Responsibility for Paying Late
Reason for Late Payment Charges/Penalties
------------------------------------------------------------------------------------
Online FI User
------------------------------------------------------------------------------------
Lost, cannot determine reason X
------------------------------------------------------------------------------------
Not sent as scheduled X
------------------------------------------------------------------------------------
Sent to wrong location X
------------------------------------------------------------------------------------
U. S. Mail delay X
------------------------------------------------------------------------------------
Delay by merchant X
------------------------------------------------------------------------------------
Failure of FI to maintain database X
------------------------------------------------------------------------------------
Intervention by FI X
------------------------------------------------------------------------------------
Incorrect entry by FI X
------------------------------------------------------------------------------------
Scheduled incorrect number of days before due date X
------------------------------------------------------------------------------------
Scheduled incorrectly X
------------------------------------------------------------------------------------
Incorrect account information supplied by User X
------------------------------------------------------------------------------------
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Internet Xxxx Payment
A late payment to a merchant is defined as a payment that has not arrived at the
merchant within the allowable number of days stated on the screen at the time
the User scheduled the payment.
Any Stop Payments requested as a "stand alone" transaction by the institution or
the end user are billable and will be reflected on the monthly invoice. In
addition, stop payments initiated due to user error will be billed. If a stop
payment is initiated as part of a payment inquiry in order to resolve a payment
problem, a separate stop payment fee does not apply.
Any Check Copies requested as a "stand alone" transaction by the institution or
the end user are billable and will be reflected on the monthly invoice. A
detailed check copy report is attached to the invoice. There is no additional
fee for check copies requested to resolve a payment posting issue as part of the
normal payment inquiry process.
Service Boundaries
Quotien(sm) Internet Xxxx Payment Services are broad and flexible in order to
meet the many varied needs of the User and FI. However, some boundaries of the
service are noted below:
o The address for User stored in Online Resource's database must
comply with U.S. postal standards.
o The maximum payment amount supported by Online Resources is $25,000;
however, payments over $25,000 are allowed with a contract addendum
signed by the FI.
o Payments are made in U.S. dollar denominations to U.S.-based
merchants.
o The payment guarantee does not apply to payments made to "excluded"
merchants.
Two River Community Bank
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