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<br /> TERMS AND CONDITIONS
<br /> 1. CONSTRUCTION
<br /> 1.1 Definitions, Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in Section 17 of this
<br /> Agreement.
<br /> 1.2 References. in this Agreement,references and mention of the word'includes'and'including'shall mean'includes,without
<br /> limitation"and"Including,without limitation,'as applicable,and the word'any shall mean"any or all'. Headings in this Agreement are
<br /> for reference purposes only and shall not affect the interpretation or meaning of this Agreement.
<br /> 1.3 Interpretation. In the event of a conflict between the general terms and conditions and the terms of any exhibits and
<br /> schedules attached hereto, the terms of the schedules and exhibits shall prevail and control the interpretation of the Agreement with
<br /> respect to the subject matter of the applicable schedules and/or exhibits. The exhibits and schedules together with the general terms
<br /> and conditions shall be Interpreted as a single document. This Agreement may be executed simultaneously in any number of
<br /> counterparts,each of which shall be deemed an original but all of which together constitute one and the same agreement.
<br /> 2. TERM
<br /> Unless this Agreement has been earlier terminated,this Agreement shall automatically renew for additional thirty-six(36)month periods
<br /> (each,a'Renewal Term')unless either party provides the other party with written notice of termination at least ninety(90)days prior to
<br /> the expiration date for the initial Term or Renewal Term, as applicable. Unless otherwise provided in the Services and Charges
<br /> Schedules hereto,or as otherwise agreed in writing by the parties,the charges for Services provided by Metavante to Customer for such
<br /> Renewal Term shall be calculated in accordance with Metavante`s then-current rates.
<br /> 3. MUTUAL COVENANTS
<br /> 3.1 Software. Metavante hereby grants to Customer a personal,nonexclusive, and nontransferable license and right, for the
<br /> duration of this Agreement,to use any software accessed or obtained by Customer hereunder solely in accordance with the applicable
<br /> Documentation and for no other purposes, Customer shall not,and shall not permit End Users to(a)distribute,sell,assign,transfer,or
<br /> sublicense the software, or any part thereof, to any Third Party; (b) except as specifically set forth in this Agreement, adapt, modify,
<br /> translate,reverse engineer,de-compile,disassemble,or create derivative works based on the software or any part thereof;(c)copy the
<br /> software, in whole or in part, without including appropriate copyright notices; (d) except for providing electronic banking services to
<br /> Customer's customers, use the software in any manner to provide service bureau,time sharing, or other computer services to Third
<br /> Parties;(e)export the software outside the United States,either directly or indirectly;or(f)install the software on a different platform or
<br /> interface the software to an application written in a different computer language other than as set forth in the Documentation.
<br /> 3.2 Trademarks. Customer grants Metavante the right and license to use Customer's trademarks and/or service marks
<br /> ('Customer Marks)solely as necessary,or reasonably appropriate,for Metavante to provide the Services.
<br /> 4. SERVICES
<br /> Metavante will provide the Services listed in the Services and Charges Schedule.
<br /> 4.1 Implementation. Metavante,in consultation with Customer,will develop a detailed,customized plan for the Implementation
<br /> the"Implementation Plan"). The Implementation Plan will include: (i)a description of the tasks to be performed for the Implementation;
<br /> (ii)allocation of responsibility for each of such tasks;and(ill)the schedule on which each task is to be performed. The Implementation
<br /> project leaders for each party shall regularly communicate on the progress of the Implementation,the feasibility of the implementation
<br /> Dates specified in the Implementation Plan,and such other matters which may affect the smooth transition of the Services. Customer
<br /> agrees to maintain an adequate staff of persons who are knowledgeable about the banking,data processing and information technology
<br /> systems currently used by Customer, Customer further agrees to provide such services and to perform such obligations as are specified
<br /> as Customer's responsibility in the Implementation Plan and as necessary for Customer to timely and adequately meet the scheduled
<br /> dates set forth therein. Each party shall cooperate fully with all reasonable requests of the other party made necessary to effect the
<br /> implementation in a timely and efficient manner. The implementation Plan may be amended by mutual agreement of the parties.
<br /> Metavante and Customer will each provide a team of qualified individuals to assist in the Implementation effort. The anticipated team
<br /> and description of their responsibilities is set forth in the Implementation Plan,
<br /> 4,2. Electronic Biller Services. Electronic biller services are services provided by Metavante to enable Customer to present bills
<br /> electronically to its customers and/or accept online credit card and/or ACH payment instructions from its customers. The following terms
<br /> apply to these Services:
<br /> A. Access. Customer shall comply with Metavante's requirements for making the Services operational and available for
<br /> Customer and/or End Users (as hereinafter defined). An 'End User' is a person for whom Metavante provides the Services on
<br /> Customer's instruction or authorization or on Customer's behalf.
<br /> B. End User Agreements, Customer is solely responsible for verifying each End User's identity,and for contracting with,
<br /> and managing the relationship with, End Users of the Services, and obtaining all necessary End User authorization to provide the
<br /> Services. Metavante will not have a contractual relationship with End Users,and so must rely upon Customer to manage liability and risk
<br /> issues. Customer will Include reasonable provisions in its End User agreements regarding, and shall indemnify Metavante against,
<br /> defend Metavante against,and hold Metavante harmless from claims arising from(a)Customer's failure to verify the End User's identity;
<br /> (b) any End User's use of or inability to use the Services, specifically including any End User's claim for economic loss or damages
<br /> arising from the End User's use of the Services; (c)transactions effected with a lost, stolen, counterfeit, or misused log-in ID and/or
<br /> password;(d)Customer's policy with respect to privacy,including notice(s)regarding the collection,use,storage,security,and review of
<br /> personally identifiable data collected; actions taken by Metavante in accordance with an End User's instruction, Customer and its End
<br /> 0 2010 Fidelity National Information Services,Inc.and its subsidiaries.
<br /> 100453Everett City of Payment Services Master Agreement(BSP 82C Senrices)•040411pC 2
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