Previous Business REALChecking System Product Exhibit

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Previous Business REALChecking® System Product Exhibit

Effective Date: October 11, 2023 to March 4, 2024
Version: v23q4

  1. BUSINESS RCS PRODUCTS. The Business REALChecking System platform (“Business RCS”) is a suite of business products based on a combination of services, including, analytic services, market research, consultation, training, and/or software. As used in this Exhibit, “Product(s)” refers to Business RCS, Business REWARDChecking®, Business REAL CashBack®, and/or Business REALSaver®, as licensed by You in the Order Form.
    1. Business REWARDChecking® earns high yield and ATM refunds when qualifications are met.
    2. Business REALCashBack® earns cash back and ATM refunds when qualifications are met.
    3. Business REALSaver® attaches to Business REWARDChecking and/or Business REALCashBack, and earns high yield when qualifications are met

  2. YOUR OBLIGATIONS
    1. Marketing Efforts. During the Exhibit Term You will: (i) use commercially reasonable efforts to market the Products in Your market areas; (ii) not offer any other products and/or services that are like or similar to Business RCS; i.e., like or similar accounts are business accounts with rewards and requirements like those in the Products where rewards are earned via monthly or cycle-based qualification criteria other than solely a minimum balance requirement ("Like or Similar").

  3. PRODUCT FEATURES AND CONDITIONS
    1. Product Launch. "Launch" is the date the applicable Product is initially made available to End Users or any portion of the public, as applicable.
    2. Product Licenses. During the Exhibit Term and subject to the terms of this Exhibit, We grant to You a nonexclusive and nontransferable license to use the Products for Your own internal business use.
    3. Mystery Shopping. At least one time per calendar quarter per branch location, We may conduct Mystery Shopping (defined below). We will contact You, via phone, posing as a potential customer and report feedback on Our experience and quality of service specific to Business RCS ("Mystery Shopping"). We may alter Mystery Shopping type and frequency at any time by providing advance notice. We may record Mystery Shopping calls and provide You with a digital copy of each recording, provided that such recording complies with applicable law and is used only to assist You and Us in employee training. We will not provide notification of such recording during Mystery Shopping calls. If required by applicable state and federal laws, You will obtain advance written authorization for the recording of customer service phone conversations from any of Your current and future employees that may participate in a Mystery Shopping call and if You are unable to obtain such advance written authorization from said employees, You will notify Us within five business days of becoming aware of Your inability to comply. You may decline Mystery Shopping recording.

  4. ADDITIONAL FEES
    1. Transfer Fee. If you offer Like or Similar within 12 months of the expiration or termination of this Exhibit, then You agree to pay Us the sum of the average aggregate Reward Servicing Fees for Business RCS (including modules thereof) for the trailing three months multiplied by 18 (“Transfer Fee”). The Transfer Fee is deferred compensation in consideration for Our transfer of valuable knowledge to You through training, market research, mystery shopping, consulting, and analytic services that We provide for the benefit of Your branch locations during the Agreement. The Transfer Fee will be due in one lump sum upon the effective date of the termination or expiration of this Exhibit. The Transfer Fee will not be owed if You terminate for cause per the terms of the MSA or do not offer Like or Similar.