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SERVICE LEVEL AGREEMENT

This is the “Service Level Agreement” or “SLA” under the Master agreement.

1.Defined Terms. The following defined terms are in addition to other defined terms in this SLA.

(a) A “Business Day” is a Monday, Tuesday, Wednesday, Thursday, or Friday upon which the national banking system in the jurisdiction in which Customer’s address stated in the Master Agreement is located is open for business.

(b) “Business Hours” means 8:00 am to 8:00 pm on Business Days at the location of Customer’s address stated in the Master Agreement.

(c) “Customer Failure” means a failure or delay by Customer in performing any of its obligations under the Agreement.

(d) The following are “Exceptions.”

(i) A Customer Failure;

(ii) Failure of Customer’s or its Authorized User’s Internet connectivity;

(iii) Any Force Majeure Event;

(iv) Failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by GTreasury under this Agreement;

(v) Scheduled Downtime (as defined below); or

(vi) Suspension or termination of access to the System as permitted by the Master Agreement.

(e) “Scheduled Downtime” means:

(i) The time between 6:00 pm US CT on Saturday until 10:00 pm US CT on the next succeeding Sunday at the location of Customer’s address stated in the Master Agreement; and

(ii) Such time as GTreasury designates with at least 24 hours’ notice. GTreasury will use commercially reasonable efforts to keep Scheduled Downtime within the period described in Section 1(d)(i)).

(f) “Service Level Failure” means a failure to meet the Availability Requirement in Section 3(a) or a failure by GTreasury to meet the resolution effort required by Section 3(b).

(g) “System Fault” means a material failure of the System to perform as described in the Documentation.

(h) “Workaround” means a temporary way of using a System or Module and/or component thereof to achieve results that are the same as, or substantially similar to, System functionally described in the Documentation.

2. Support Services.

(a) Regular Maintenance. GTreasury will conduct regular preventive maintenance of the System (“Regular Maintenance”). Regular Maintenance will normally be carried out without service interruption. Regular Maintenance will include the following things.

(i) Server response and operation monitored 24/7;

(ii) Continuous automatic virus-scanning of all documents;

(iii) Daily offsite disk-based backup storage, disaster recovery at no charge;

(iv) Daily/weekly maintenance to the server platform and software; and

(v) Upgrades to the hardware/software platform of the System.

(b) Help Desk Support.

(i) Business Hours. GTreasury will provide technical support for the use of the System during Business Hours.

(ii) After-Hours Support. GTreasury will provide technical support for the use of the System other than during Business Hours by making available operators are on duty to handle calls after Business Hours. After-hours support is available by reaching a live operator and either leaving a message or having the operator contact a customer service representative while Customer is still on the call.

(c) System Backups and Restoration. GTreasury will conduct backup processes as necessary to meet RPO (Recovery Point Objective) of 30 minutes and RTO (Recovery Time Objective) of 4 hours. GTreasury will perform restorations to the System in the event of a failure. GTreasury will respond to Customer requests for restoring files within one Business Day.

3. Service Levels.

(a) Availability Requirement. Subject to the terms and conditions of this SLA and the Master Agreement, GTreasury will make the System available at the Demarcation Point with all substantially all material functionality described in the Documentation (“Available”) at least 99.9% of the time measured each full calendar month during the Term (each such calendar month being a “Service Period”), excluding failure of the System to be Available that results from any Exception (the “Availability Requirement”).

(b) System Fault Responses. GTreasury will provide support services with respect to System Faults at Customer’s request. GTreasury will use commercially reasonable efforts to provide such Support Services in accordance with the following System Fault Response Schedule, based upon the severity of the System Fault for which support is requested.

Severity Level Description Initial Response Resolution Effort
1 System Fault that results in Customer’s substantial or entire inability to use the System where that inability results in a critical impact on Customer’s daily objectives. No Workaround is available. Acknowledge receipt of report within 30 minutes during Business Hours and within 1 hour after Business Hours. Continuous efforts during Business Hours to cure the System Fault and/or develop a Workaround. GTreasury will notify Customer upon resolution of the System Fault or upon downgrade of System Fault to Severity Level 2 or 3. Target resolution time: 4 hours.
2 System Fault that results in Customer’s substantial inability to use the System where that inability results in material, but not critical, impact on Customer’s daily objectives. No Workaround is available. Acknowledge receipt of report within 1 hour during Business Hours and within 2 hours after Business Hours. Continuous efforts during Business Hours to cure the System Fault and/or develop a Workaround or make available an existing Workaround. GTreasury will notify Customer upon resolution of the System Fault or upon downgrade of System Fault to Severity Level 3. Target resolution time: 8 hours.
3 System Fault that results in important functionality being unavailable where that unavailability results in minor impact on Customer’s daily objectives. One or more Workarounds is available. Acknowledge receipt of report within 1 Business Day. Commercially reasonable efforts during Business Hours to cure the System Fault and/or develop a Workaround. GTreasury will notify Customer upon resolution of the System Fault and. Or availability of a Workaround. Target resolution time: Next development sprint

(c) Remedies.

(i) In the event of a Service Level Failure, GTreasury will issue a credit to Customer in the amount of 3% of the Recurring Fees for the System as a whole or for an unavailable Module(s), as the case may be, associated with the Service Period during which the Service Level Failure occurred (each a “Service Credit”), subject to the following:

(A) Customer must report the Service Level Failure to GTreasury promptly on becoming aware of it.

(B) Customer must request such Service Credit within 10 Business Days of the Service Level Failure.

(C) In no event will the total of Service Level Credits earned for any Service Period exceed 100% of the total Recurring Fees that would be applicable to that Service Period if no Service Level Failure had occurred.

(D) Any Service Credits payable to Customer under this Agreement will be issued to Customer in the calendar month following the Service Period in which the Service Level Failure occurred.

(ii) Customer may, by notice to GTreasury, terminate this Order Schedule if:

(A) The System is Available less than 98% in each of four Service Periods out of any period of six consecutive Service Periods;

(B) The System is Available less than 95% in each of three Service Periods out of any period of six consecutive Service Periods; or

(C) The System is Available less than 92% in each of two Service Periods out of any period of six consecutive Service Periods;

provided that Customer gives such termination notice within 60 days after the first of the above circumstances occurs, otherwise the termination right under this Section 3(c)(ii) will expire and reset. (iii) This Section 3(c) sets forth GTreasury’s sole obligation, and Customer’s sole remedy, for any Service Level Failure. For the avoidance of doubt, a breach of, or failure under, the Agreement other than under this SLA will not limit Customer’s remedy for such breach or failure solely because such breach or failure also caused a Service Level Failure or System Fault

4. Documentation. GTreasury will provide any updated Documentation for any modification to the System to Customer as such documentation is generally released.

5. Miscellaneous. Notices under this SLA may be given through GTreasury’s support ticket system, through GTreasury’s support dashboard or portal, or other means reasonably calculated to give the notified party actual notice of the subject matter.