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SERVICE AGREEMENT
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THIS SERVICE AGREEMENT is made this ___day of ________, 199___, by and between
Heritage Oaks Bank ("the Financial Institution" or "FI") and Online Resources
& Communications 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 banking, xxxx paying, and certain other financial services
through the use of proprietary technology links consumers to their
financial institution and which presents certain information through
remote consumer devices such as personal computers and screen-based and
standard telephones.
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 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 from time to time.
"ATM Network" shall mean the electronic banking network which 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.
"Bank Service" shall mean the combination of account accessibility,
fund transfers, account balance inquiry, and transaction summary
services exclusive of xxxx payments described in Exhibit B hereof.
"Billable Account" shall mean a primary xxxx payment DDA account tied
to a single xxxx payment "merchant list" for the Online$Link Service;
or primary DDA account for the Banking Service excluding Xxxx Payment.
"Xxxx Payment Services" shall the xxxx payment services described in
Exhibit B hereof.
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"Customer" shall mean an individual or small business depositor of FI
maintaining a DDA account.
"Customer Services" shall remain the services provided to Users as
summarized in the Service Description, Exhibit B which are the
responsibility of FI to provide.
"Designated Online$Link Services" shall mean the Online$Link Services
selected in Exhibit A and described in Exhibit B.
"DDA Account" shall mean a demand deposit account.
"Functional Requirements Document" shall mean the written document
that Online Resources produces to identify the systems and service
features to be included in the FI's offering; and any special
processing features required by the FI, its processor, or any EFT
network that will be involved in the transmission or processing of the
transactions.
"Online$Link Services" shall mean any combination of services
including enabling devices, Access$Link, FI&Link, Content$Link and
Integrated Support Software and Services that are provided to FI's
Users through a link to Online$Link Services.
"Password" shall mean the personal identification code assigned to
each User and authorized by Online Resources to enable such User to
access and receive services delivered through the electronic banking
network including those delivered under the Online$Link System.
"PC Browser-Based Application" shall mean the commercially available
application software that can be used for the purpose of enabling
Users to access the Online$Link System via the Internet or Extranet
and receive Online$Link Services.
"Pilot" shall mean the period following system implementation during
which the FI fully tests the service and finalizes the processes,
procedures, employee training, and marketing programs prior to making
the service generally available to Customers.
"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 Online$Link System.
"Prime Rate" shall mean the base rate for corporate loans posted by at
least 75% of the nation's 30 largest FIs as published in THE WALL
STREET JOURNAL.
"User" shall mean a "Customer" who has accessed the Online$Link System
through, PC Browser-Based Applications and uses his assigned PIN or
Password to access the Designated Online$Link Services.
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2. BUSINESS RELATIONSHIP
2.1 ONLINE RESOURCES' RESPONSIBILITIES
Online Resources agrees to be solely responsible for providing the
Designated Online$Link Services to FI for the benefit of its Users.
The services are set forth in Exhibit A, described in Exhibit B and are
subject to the prices set forth in Exhibit C. For items not defined in
Exhibit C, Online's then current pricelist will apply.
2.2 FI RESPONSIBILITIES
FI agrees to complete a pre-installation questionnaire within 15 days of
receipt of such questionnaire from Online Resources.
FI is further 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 pilot programs.
FI agrees to actively market the Designated Online$Link Service either
independently or by participating in one of Online Resources' consumer
marketing programs. At a minimum, this includes communicating the
product and service features and benefits to the consumer market through
regular branch merchandising and Customer communications.
3. GRANT OF LICENSES
3.1 SERVICE MARKS AND TRADEMARKS
While this Agreement is in effect, Online Resources grants to FI a
non-exclusive, non-transferable license to use all Online
Resources' service marks and trademarks in connection with marketing the
Online$Link Service and in providing Customer Service to Users.
3.2 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 Online$Link Service to Customers.
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Notwithstanding such license, Online Resources reserves the right to
offer non-banking electronic services through the Online$Link System to
Users upon prior written approval of FI, 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 REQUIREMENT
Online Resources will comply with all network and processor and
other requirements and procedures so as to provide the Online$Link
Services to Users.
4.2 FI SERVICE MARKS AND TRADEMARKS
Online Resources will not use any of FI's service marks and trademarks
except for the purpose of identifying the Designated Online$Link
Services to Users.
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 RESEARCH
Online Resources reserves the right to conduct User research as required
through the Online$Link System or internal research group, or through
independent third parties.
4.5 CONFIDENTIALITY
Online Resources will maintain the confidentiality of the FI's trade
secrets, know-how, procedures, or manuals of which Online Resources
acquires knowledge during the term of this Agreement (FI's Confidential
Information). Online Resources agrees not to disclose, publish,
divulge, or reveal any of the FI's Confidential Information unless
required by lawful subpoena. Online Resources shall also maintain the
confidentiality of the Users and their account
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information. Notwithstanding the foregoing, Online Resources shall have
the right to compile information regarding Users' use of the Online$Link
Service, and make such marketing information available for sale,
provided such information is not specific to any Users or FI.
4.6 REPRESENTATIONS AND WARRANTIES
Online Resources represents and warrants that it has the exclusive
right, title, and interest in and to the Online$Link Service and the
Online$Link System, and each component thereof, and that distribution of
the Online$Link Services and/or the Online$Link System, or any portion
thereof, to FI as provided herein, is not subject to or violative of any
right, title, or interest of any third party to third parties in and to
the Online$Link Service and/or the Online$Link System.
4.7 YEAR 2000 CERTIFICATION
Online Resources' Year 2000 readiness approach and plans are developed
in full accordance with guidelines provided to the industry by the
FFIEC. The company is presently pursuing full compliance for Year 2000
issues in accordance with the FFIEC milestones.
5. COVENANTS OF FI
In order to induce Online Resources to execute the 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 and other
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 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
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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 Online$Link System to malfunction or which adversely
impact the ability of Online Resources to provide the Designated
Online$Link 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.
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 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
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 to the
other party.
7. TERM
7.1 INITIAL TERM
The initial term of this Agreement shall expire two years from the date
of the signing of this Agreement.
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7.2 RENEWALS
The Agreement shall automatically renew for successive two-year terms
unless notice of termination is provided by FI or Online no less than 90
days preceding the expiration of any term. Renewal pricing will be
provided to FI 120 days prior to automatic renewal date.
7.3 RIGHTS OF TERMINATION
Following termination of this Agreement, either at the end of any term
or as a result of an Event of Default on the part of Online Resources,
Online Resources shall provide FI in machine-readable format the
following files as applicable:
a. User Files: A list of all Users;
b. Merchant Link Files: A list of all merchants paid by each User
including merchant account numbers and addresses; and
c. Transaction Schedules: A list of all payments and transfers
scheduled by Users following termination.
7.4 EARLY TERMINATION
Termination of this Agreement by FI prior to expiration will cause FI to
pay Online Resources a penalty fee equivalent to the cumulative fees
that are charged to the FI per month, independent of usage or billable
accounts, as set forth in Exhibit C for the remaining term of the
Agreement or three months, whichever is greater. 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 & Communications Corporation
0000 Xxxxxxxx Xxxxx, 0xx Xxxxx
XxXxxx, XX 00000
Attn: Chief Financial Officer
with a copy to:
Michaels & Xxxxxxx, P.C.
0000 Xxxxxxxxxxx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attn: Xxxx X. Xxxxxxx, Esq.
If to FI:
Heritage Oaks Bank
000 00xx Xxxxxx
Xxxx Xxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx Xxxx
with a copy to:
Xxxxxx Xxxxxxxx
Heritage Oaks Bank
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, mergers, combines, or consolidates
with FI 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
FI, 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 FI is acquired, merged, combined, or consolidated with
a financial institution wishing to offer the Designated Online$Link
Services to Customers whose account access requires a separate technical
implementation, the succeeding institution will pay an additional system
set-up fee. That fee will be negotiated between Online Resources and
the succeeding Financial Institution.
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8.3 ENTIRE AGREEMENT
This Agreement embodies the entire agreement of the parties relating to
the subject matter hereof. This Agreement supersedes all prior
correspondence, conversation, memorandum and agreements between the
parties.
8.4 SUCCESSORS AND ASSIGNS
This Agreement shall bind the successors and assigns of the parties
hereto and inure to the benefit of the permitted successors and assigns
thereof.
8.5 FORCE MAJEURE
No party shall be liable or held in breach of this Agreement if
prevented, hindered, or delayed in the performance or observance of any
provision hereof by reason of any act of God, strike, lockout, riot,
acts of war, epidemics, government actions, or regulation imposed after
the date hereof, judicial order, or other cause beyond such party's
reasonable control. Both parties agree that, once executed by both
parties, this Agreement shall supersede all other prior agreements
between the two parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the date first above
written.
ONLINE RESOURCES & COMMUNICATIONS CORPORATION
By: [Illegible]
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Heritage Oaks Bank
By: /s/ Xxxxx Xxxx, President
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12-18-98
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EXHIBIT A: DESIGNATED SERVICES CHECKLIST
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The items checked below indicate the Designated Online$Link Services
available for the upfront and ongoing prices described in Exhibit C.
Additional components of the Online$Link Service described in Exhibit B
are available on an fee basis.
Only one item can be checked per category except where noted.
ENABLING ACCESS DEVICES
Internet Only
CONNECTIVITY VIA ATM NETWORK BETWEEN ONLINE RESOURCES AND FI
Connectivity path exists
TYPES OF END USERS (CHECK ALL THAT APPLY)
Consumer & Small Business
ONLINE$LINK SERVICE FUNCTIONALITY
Banking & Xxxx Payment Services
STATEMENT FILE OPTIONS
Online proprietary batch file with transaction & flexible format records
CUSTOMER SERVICE OPTIONS
Online Service bureau--24 x 7
INITIAL PASSWORD OPTIONS
Formula-based
OTHER SUPPORT OPTIONS (CHECK ALL APPLY)
____Consumer marketing campaigns
____Advertising and product information screens
____Training services
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EXHIBIT B: SERVICE DESCRIPTION
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ONLINE$LINK SERVICES
The Online$Link Service is made up of all the features and service
options described in this Exhibit. The DESIGNATED ONLINE$LINK SERVICES
selected in Exhibit A are the service components to be delivered to the
Financial Institution as reflected in the FUNCTIONAL REQUIREMENTS DOCUMENT
based on the FI Implementation Questionnaire and the ELECTRONIC FUNDS
TRANSFER DISCLOSURE FOR RETAIL ACCOUNTS.
ACCOUNT ACCESSIBILITY
Users shall be able to access up to 40 accounts at their financial
institution (FI), if their accounts are accessible to Online Resources
via the ATM Network, Online's proprietary batch file format or custom
quote methods. All accounts shall be established at the FI. At
minimum, all Users will have access to their primary checking and
savings accounts and possibly an Other account depending on the ATM
Network.
The FI sets a profile for each type, determining the activity level that
they want to allow or can support. The available activities may vary
depending on the Designated Online$Link Services in Exhibit A. An
account can:
-- Fund xxxx payments
-- Accept transfers of money into it
-- Accept transfers of money out of it
-- Be designated as "view only"
Account information for accounts that cannot be accessed through the ATM
NETWORK shall be provided in a batch file format specified by Online
Resources. Only accounts that can be accessed through the ATM Network
in formats supported by Online Resources can support Online$Link
transactions. Supported formats may be expanded by Online Resources
from time to time.
Depending on the Designated Online$Link 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
banking and xxxx payment transactions indicated through other software,
such as Microsoft Money and Quicken, and will comply with industry
standards as OFX and Gold.
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XXXX PAYMENTS
Depending on the Designated Online$Link Services, Users shall be able to
pay any merchant currently on the system and to add merchants to the
system. The term "merchant" shall include, but not be limited to, a
business, charitable institution, or professional service organization
such as a law firm or doctors' group, but shall exclude the Internal
Revenue Service, as well as all state and local tax authorities. A
merchant shall also include individual payees on the condition that the
FI assumes the xxxx and liability for fraudulent payments to individuals.
-- Users shall be able to schedule xxxx payments up to 364 days in
the future.
-- Users shall be able to schedule xxxx payments to occur on a
regular basis: weekly, bi-weekly, monthly, semi-monthly,
quarterly, semi-annually, or annually for up to 45 years.
-- Users shall be able to review, change, and cancel scheduled
future or recurring payments up until midnight the day before
the transaction is scheduled.
Users who are customers (as opposed to Small Business Customers of the
FI) may make an unlimited number of xxxx payments throughout a given
month. Online Resources reserves the right to review accounts with more
than 20 xxxx payments per month to identify Small Business Users.
FUNDS TRANSFERS
If an FI has selected the Banking Service as one of the Designated
Online$Link Services,
-- Users shall be able to transfer funds between any of their
accounts at the FI that are accessible via the ATM network in
real time.
-- Users shall be able to transfer funds between the FI and other
designated financial institutions via ACH InterBank transfer.
-- Users shall be able to schedule transfers up to 364 days in the
future.
-- Users shall be able to schedule transfers to occur on a regular
basis: weekly, bi-weekly, monthly, semi-monthly, quarterly,
semi-annually, or annually for up to 45 years.
-- Users shall be able to review, change, and cancel scheduled
future or recurring transfers up until midnight the day before
the transaction is scheduled.
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ACCOUNT BALANCE INQUIRY
Users shall be able to obtain balance information for designated
accounts at the FI, provided that Online Resources can access them
through the ATM Network or through batch files provided by the FI to
Online Resources in a format approved by Online Resources.
TRANSACTION SUMMARY
-- 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.
For FIs using the Banking Service and depending on the Statement File
Options selected in the Designated Online$Link Services,
-- Users may be able to obtain interim statement ("Interim Statement")
that shall include recent account activity to date (up to 90 items)
that is provided by the Financial Institution to Online Resources.
-- Users may be able to obtain other extended account information (if
supported by FI).
-- For a standard Implementation, this information is provided to
Online Resources via a proprietary batch statement file. On a custom
quote basis, this information can also be passed to Online Resources
via a Direct Link with the FI's processor on a real time basis or
via non-standard batch file formats.
OPERATING ASSUMPTIONS
Online Resources pulls an initial account balance from the primary DDA
Account at the beginning of each end-user session. Online Resources
pulls other account balances to support User activity throughout the
session. The FI agrees and guarantees to accept as good all payments
confirmed by Online Resources based on that initial balance.
STAND-IN
It is strongly recommended that Online Resources be allowed to provide a
limited set of functionality when the FI or network is not available in
order to increase the availability of home Banking and Xxxx Payment
Services to Users. Specifications for this option will be defined
during Implementation.
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SYSTEM MAINTENANCE AND PROCESSING SUPPORT
Online Resources provides ongoing system maintenance to support the
Designated Online$Link Services. 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 will be provide it as
needed on a fee basis.
CLIENT SERVICES
IMPLEMENTATION AND PROJECT MANAGEMENT SERVICES
Online Resources' Standard Implementation provides for one Financial
Institution to receive project management support for the integration of
the Designated Online$Link Services with the FI's information systems.
Financial Institutions of one holding company that use the same ATM
Network and Processor ("Connectivity Path") require affiliated FI
Implementation services. If FI's of a holding company use different
Connectivity Paths to reach Online Resources, then each FI requires a
separate Standard Implementation.
-- Online Resources will assign an Implementation Project Manager
and other Online Resources personnel as required for systems
implementation.
-- The Implementation Project Manager will provide the ONLINE$LINK
IMPLEMENTATION GUIDE, which describes all of the steps involved
in setting up, testing, and launching the service at the FI. It
provides guidelines to help the FI establish which of the
Designated Online$Link Service features that FI will offer,
provides points of contact at Online Resources and other
information the FI needs to start the implementation process, and
provides a vehicle for giving Online Resources the information it
needs to implement and support the Designated Online$Link Services.
-- The Implementation Project Manager will be responsible for
writing the FUNCTIONAL REQUIREMENTS DOCUMENT based on the
information contained in the Implementation Questionnaire, which
is Appendix B of the IMPLEMENTATION GUIDE. This manager will
also work with FI personnel to develop and manage the project
plan.
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-- Depending on the Designated Online$Link Services, the
Implementation Services may include ATM switch certification, the
testing of Connectivity Paths that already exist, and the testing
of the FI's compliance with Online's proprietary batch statement
specification for transactions and/or flexible format records.
-- On a custom basis, the Implementation Service may include the
support and testing of statement data received through a Direct
Link between Online Resources and the FI or via a batch file in a
format different than Online's proprietary specifications.
ACCOUNT MANAGEMENT SERVICES
An Account Manager will be assigned to the FI after the Connectivity
Path is established between Online Resources and the FI and after the
FI's Pilot has begun. The Account Manager will be responsible for
overseeing the marketing implementation process, the FI's Launch, and
ongoing service offering. The Account Manager will also be responsible
for Online Resources' ongoing relationship with the FI and serve as the
primary point of contact for the FI's product and senior management.
TRAINING SERVICES (OPTIONAL)
Online Resources provides optional training services for FIs at its
facilities in McLean, Virginia or at the FI's site. Training Services
are available on a fee basis.
CUSTOM SERVICE TRAINING
Online Resources provides two days of training to enable FI personnel to:
-- Use the Integrated Support Software and service Users
-- Resolve any problems that are incidental to Online$Link 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
Online$Link Services, as well as sales procedures they should follow. FI
may elect to have Online Resources train branch personnel directly.
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MARKETING SUPPORT SERVICES
ONLINE$LINK MARKETING GUIDE
This guide describes the various steps involved in developing and
implementing a marketing strategy and plan for the Designated
Online$Link Service. It:
-- Contains a sample marketing plan.
-- Identifies marketing tasks involved in preparing for the Pilot
and Launch phases of implementation.
-- Describes how to support and promote the Designated Online$Link
Service within the branches of the financial institution.
-- Identifies the various areas of the PC Browser-Based Application,
and supporting materials that can be branded, as well as the
specific information FIs need to brand those features.
-- Reviews the fulfillment process and provides sample templates for
sign-up and fulfillment materials in both hard copy and electronic
formats.
BRANCH COMMUNICATIONS PACKAGES
Online Resources provides several FI-branded communications packages
with camera-ready artwork that include brochures, sign-up forms, PC
diskette inserts, statement stuffers, and other customer communications
pieces.
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.
THE ONLINE$LINK MARKETING WORKSHOP (OPTIONAL)
This optional workshop is a seminar program that guides participating
FIs through the planning process by helping them define their marketing
objectives, which drives key decisions about pricing, positioning, and
promotions.
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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 will 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.
DEMO PRODUCTS
FI receives the following demo products:
-- The PC Browser-based Application contains a User demonstration.
INTERNET SERVICES
Online Resources provides WEB SITE DESIGN AND HOUSING 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.
FI CUSTOMER SERVICE
The FI is responsible for providing front-line Customer Service through
the Online Resources' service bureau. Online Resources' Customer Service
Representatives establish and man incoming voice phone lines, receive
telephone calls and correspondence from Users, and are responsible for
the following tasks.
CUSTOMER SETUP AND MAINTENANCE
-- Process the application and enter customer data into the
Integrated Support System
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-- Link Users to merchants listed on the sign-up form
-- 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:
-- Banking relationships, e.g., balances and deposits, if the FIs
is using the Banking Service
-- Additional accounts to be linked to the Designated Online$Link
Service
-- Pricing of the Designated Online$Link Service
-- Transactional questions, e.g., funds transfers and xxxxxxxx
xxxx payments
-- Navigation through the access devices
-- Features of the Designated Online$Link Service
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 the
FI to identify and diagnose any system issues or reported problems.
ONLINE RESOURCES' ADDITIONAL FI AND END USER SUPPORT
Online Resources is responsible for supporting the FI and its Users in
the following areas:
-- Technical fulfillment of linking end users to their Enabling
Access Device
-- Merchant relationships including payment inquiries, account
updates, and new merchant solicitation
-- Equipment and returns
-- Technical support, including PC software setup and related
communications issues for the Designated Online$Link Services
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-- User error as defined by Regulation E(12 CFR 205 et seq.), in
cooperation with FI
-- 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:
New Years Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day
As an alternative to the 24 x 7 option, Online Resources can provide
Customer Service during standard hours, namely 8:00 AM to 9:00 PM
weekdays, 8:00 AM to 5:00 PM on Saturdays and 11:00 AM to 4:00 PM on
Sundays with the applicable time zone determined by the location of the
FI's corporate office.
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
-- User registrations will be processed within 5 business days for
online registrations and registration forms and within one business
day for batch enrollment registrations.
-- Customer Service will process sign-up forms and complete initial
merchant links within five business days of the sign-up form date.
-- Appropriate hardware, software, and fulfillment materials will be
shipped within two business days of receiving the order.
-- Customer Service Representatives shall respond to User inquiries
as set forth above by the close of business.
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-- Online Resources' additional FI 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
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ONLINE FI USER
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Lost, cannot determine reason X
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Not sent as scheduled X
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Sent to wrong location X
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U.S. Mail delay X
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Delay by merchant X
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Failure of FI to maintain database X
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Intervention by FI X
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Incorrect entry by FI X
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Scheduled incorrect number of days X
before due date
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Scheduled incorrectly X
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Incorrect account information supplied by X
User
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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.
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USER BILLING SERVICES
On a fee basis, Online Resources provides the end-user billing services
on behalf of the FI for user fees and access devices that are part of
the Designated Online$Link Services.
MONTHLY FEES
At the time a User's application is entered into the Integrated Support
System, the FI may elect to have the Integrated Support System
automatically establish a recurring monthly payment to cover the User's
monthly service fee obligation to the FI. On designated payment dates,
Online Resources will then debit the User's account and remit the
payment to the FI. If Online Resources schedules a debit and the payment
fails due to insufficient funds (NSF), or another reason, FI Customer
Service will receives a "reject report" and an FI representative will
follow up with the customer.
OTHER SERVICES
GATEWAY SERVICES
Online Resources has the ability to provide gateway services through
Content$Link to other financial service providers. We currently have a
link to Xxxxxxxx Investor Network which provides investment information
through the Web.
CUSTOM WORK
Online Resources provides custom development services and custom
marketing services related to the delivery and promotion of the online
financial services. Online Resources reviews the project and provides a
quote based on the FI's Customization Rate.
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EXHIBIT C: PRICING--HERITAGE OAKS BANK
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IMPLEMENTATION
Standard Implementation
Up to $1 billion in assets One Time Per FI $20,000
Holding Company affiliates
w/same Connectivity Path One Time Per FI $5,000
MONTHLY ACCOUNT FEES
Consumer
Internet-only access
Banking Service Per Billable Acct per Month $1.95
Xxxx Payment Service Per Billable Acct per Month
Up to 1,000 xxxx payment accounts $4.00
1,000 - 2,500 xxxx payment accounts $3.90
2,500 - 10,000 xxxx payment accounts $3.70
10,000 - 20,000 xxxx payment accounts $3.60
Over 20,000 xxxx payment accounts $3.50
Small Business
Banking Service Per Billable Acct per Month $4.95
Xxxx Payment Service Per Transaction $0.40
Inter Bank Transfers
5 day availability Per Transfer $0.75
Monthly Account Fee Minimums (a)
Minimum for months 1-6 Per Month $1,000
Minimum for months 7-12 Per Month $1,500
After first 12 months Per Month $2,000
SYSTEM MAINTENANCE
Maintenance Per Month $300
Re-processing support As Needed $100
USER ACTIVATION
Activation (b) Per Billable Account $10
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CUSTOMER SERVICE
Online Resources service bureau
Premium 24 x 7 coverage Per Billable Acct per Month $2.00
INTERNET SERVICES OPTION
See Web Site Design and Hosting Agreement
C/S AND BRANCH SALES TRAINING OPTIONS
Training materials Per Program $250
Sessions conducted at Online facility Per Day $750
Sessions conducted at FI facility
First day Per Day $1,500
Consecutive days Per Day $1,000
MARKETING SUPPORT SERVICES OPTIONS
Consumer Marketing
TV and radio spot (FI branded) One Time $2,000
Print media (FI branded) One Time $2,000
Advertising, Messaging & Product
Information
Initial creation - basic Per Screen Included
Screen changes Per Screen $50
FULFILLMENT OPTION
Shipping of customer welcome kits Per Shipment $3.95
USER BILLING
User billing via ACH debit Per Debit $0.50
CUSTOMIZATION OPTIONS
Development for implementation, statement
files, marketing materials, training,
reports and Internet support (Min $500 for
reports; $1,500 for all other) Per Hour $150
ENDNOTES
a) Phased in equally over 3 months beginning on the earlier of two
dates: either 150 days after signing or 60 days after technical
connections are completed. For example, if the minimum is $1,000, the
first monthly payment is $333, the second is $667 and the third
monthly payment is $1,000.
b) Includes account set-up, enabling access device usage license,
linking user to enabling devices, technical support, password
maintenance, and new merchant solicitation.
FOR ANY PRODUCT OR SERVICE NOT LISTED ABOVE, PLEASE CONTACT ORCC FOR
CURRENT PRICING.
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