Electronic Commerce Service Agreement - CheckFree Corp. and Atlanta Internet Bank
CHECKFREE CORPORATION
ELECTRONIC COMMERCE SERVICE
AGREEMENT
This Agreement ("Agreement") is made by and between CheckFree Corporation
("CheckFree"), a Delaware Corporation, with its principal office at 4411 East
Jones Bridge Road, Norcross, Georgia, 30092, and Atlanta Internet Bank
("Client"), with its principal office at 7000 Peachtree-Dunwoody Rd.,
Building 10, Suite 300, Atlanta, Georgia, 30328, and is as follows:
1. Scope of Agreement.
CheckFree agrees to implement the electronic commerce system for Client in
accordance with Schedule B attached hereto and to provide Client with the
electronic commerce services ("Services") described in Schedules A and C
attached hereto for elective use by Client's depositors and account holders
("Users") in such quantity or combination as Client may from time-to-time
elect and CheckFree is capable of providing.
2. Term of Agreement.
This Agreement shall be effective as of 10/31/97 ("Effective Date") and shall
remain in force for a period of five (5) years ("Initial Term"); and shall
automatically renew and extend for successive one (1) year terms, commencing
at the conclusion of the Initial Term or any renewal term, unless contrary
notice in writing is given by Client or CheckFree at least one hundred-eighty
(180) days prior to termination of the then current term. Upon termination,
the obligations of a continuing nature shall continue to be binding and in
full force and effect, including, without limitation, those reflected in:
paragraph 5, "Trade Secrets and Confidentiality"; subparagraph 12.4;
paragraph 16, "Warranty and Limitation of Liability"; paragraph 17,
"Indemnification"; and paragraph 18, "Default; Remedies Upon Default". If,
upon termination under this paragraph or under paragraph 4.5 Client has
chosen to continue to offer a like service without CheckFree as the provider
or during the term hereof, if Customer is converting a separate part of its
electronic banking service, which is not included in the Services, to a new
provider, CheckFree agrees to provide reasonable assistance to the Client to
accomplish the conversion to the new service provider, Client will pay all
expenses incurred by CheckFree to make any such conversion. CheckFree's
expenses will be calculated on a time and materials basis at CheckFree's
standard rates then in effect, and any out-of-pocket expenses will be
reasonable.
3. Forms.
All forms and other documents required for the proper utilization of the
Services shall be provided by Client at its expense. All such forms and
documents shall be consistent with those that CheckFree customarily uses in
providing such Services to its other clients. CheckFree shall have the right
to review and approve for technical accuracy all such forms and documents
prior to their use and at its request shall assist Client in the preparation
thereof. CheckFree shall be
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reimbursed by Client for the reasonable cost of time and materials for any
such assistance that shall be calculated in accordance with the System
Support Charges specified in Schedule E attached hereto, payable thirty (30)
days after receipt of the invoice therefor.
4. Charges.
4.1 For the Services utilized, Client shall pay to CheckFree monthly
(within thirty [30] days of receipt of the invoice) at its principal office
in Norcross, Georgia (or such other place designated by CheckFree), the
greater of (i) the total of the applicable charges incurred during the
preceding month in accordance with Schedule E or (ii) a monthly minimum
charge set forth in Schedule E during the Initial Term of the Agreement,
regardless of Client's actual usage of the Services during any such month.
Beginning with the first one (1) year renewal term of the Agreement, and for
renewal terms thereafter, such monthly minimum charge shall be adjusted to be
_________ percent of the average of the monthly processing fees for the
preceding twelve (12) month period, excluding sales or other taxes as
provided for in paragraph 4.3 below.
4.2 Except as provided in Schedule E attached hereto, charges for the
Services shall not be changed by CheckFree during the Initial Term.
Thereafter, however, such charges may be changed at any renewal with at least
ninety (90) days prior written notice to Client. Client may, by giving
written notice to CheckFree at least forty-five (45) days prior to the
effective date of any such changes, reject any of the Services affected,
whereupon the obligations of both parties with respect thereto shall
terminate. The Client's rejection of any service so affected, however, will
not reduce the monthly minimum charge as specified in paragraph 4.1 above.
Client shall furnish to Users at its expense all appropriate notices of such
changes in service and/or charges that may be required by law or by
CheckFree.
4.3 There shall be added to all invoices for the Services amounts equal to
any applicable sales or other taxes levied, based on, arising from or in any
way connected with the furnishing of the Services to Client or Users
hereunder, exclusive of taxes based on CheckFree's net income.
4.4 All invoices for the Services rendered hereunder shall be due and payable
thirty (30) days after receipt of the invoice. If Client fails to pay any
such amounts when due, CheckFree may, at its option, and after giving at
least ten (10) days prior written notice, discontinue furnishing the Services
unless and until all such arrearages are paid in full, all without impairment
of any other remedy that may be available to CheckFree. Client shall furnish
to Users at its expense all notices of such termination that may be required
by law or by CheckFree.
4.5 Client recognizes that CheckFree's level of personnel staffing, computer
equipment selections, hardware resource allocations, hardware and software
lease term selections, equipment and software purchases, and general resource
planning so as to fulfill its contractual obligations are based upon the
assumption that this Agreement will remain in effect for its full Initial
Term and any renewal term and that any prior termination hereof will result
in substantial damages to CheckFree. At the same time, however, CheckFree
recognizes that it is in the substantial interest of Client to have the right
to terminate this Agreement, other than as provided in paragraph 2 herein,
should it so desire. Client, therefore, is hereby granted the right at its
option to terminate this Agreement at any time after the first twelve (12)
months by giving ninety (90) days prior written notice of termination, and by
the payment to CheckFree of an amount in cash that shall be the product
resulting from multiplying the number of months remaining from the date of
termination until October 31, 2001, by either the average of the fees for the
six (6) months with the highest total invoice amounts or the monthly minimum,
if applicable, whichever is greater, it being agreed that such sum
constitutes reasonable liquidated damages to be
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sustained by CheckFree by reason of such early termination. If there have not
been six (6) months of fees in the current term, the calculation shall be
based on the number of months for which fees have been billed in the current
term plus the relevant number of months from the previous term which makes
the total six (6). 4.6 Notwithstanding any provision to the contrary in this
Agreement, in the event that the United States Postal Service raises its
postage rates, CheckFree may, without prior notice to Client, increase its
fees commensurately. Such increase in postal charges shall become effective
coincident with the effective date of the United States Postal Service
increase in such charges.
5. Trade Secrets and Confidentiality.
5.1. Client acknowledges that CheckFree claims that all computer programs,
data file content and organization, techniques, methods, rules, procedures,
protocols, forms, instructions, trade secrets, copyrights and any other
proprietary rights of CheckFree or third parties used in connection with or
in any way relating to the Services ("Products") are the exclusive and
confidential property of CheckFree or parties from whom CheckFree has secured
such Products. Unless such Products are (a) in the public domain; (b)
independently developed by Client; (c) known to Client prior to disclosure;
(d) obtained from a third party which is not subject to a nondisclosure
agreement with CheckFree; or (e) disclosed by Client with CheckFree's
permission, Client and its subsidiary or affiliated corporations shall treat
the Products as confidential and will not disclose or otherwise make
available same in any form to any person other than employees of Client, its
authorized agents, independent contractors, government officials, or its data
processor who need to know such information for rendition of the Services.
Client will instruct such employees and data processors to keep the same
confidential using the same care and discretion that Client would use with
respect to its own confidential property and trade secrets. Upon termination
of this Agreement for any reason, Client shall return to CheckFree any and
all Products in its possession or under its control and shall cease using
them in any way.
5.2 CheckFree shall treat as confidential and shall not disclose or
otherwise make available the personal account information or other data
received by CheckFree from Client ("Client's Data") or Users ("Users' Data")
to any person, other than authorized employees, agents or contractors of
CheckFree or Client. CheckFree shall instruct such employees, agents,
affiliates and contractors to keep the same confidential by using the same
care and discretion that CheckFree uses with respect to its own confidential
information.
6. Reliance on Information Provided.
CheckFree shall rely on the accuracy of all information provided to CheckFree
by Client. Client shall promptly inform CheckFree of any such incorrect data
or information, bear the cost of employee labor and out-of-pocket expenses
for such correction and pay any damages arising therefrom.
7. Availability of the Services.
CheckFree will maintain and operate the Services seven (7) days per week,
twenty-four (24) hours per day, except for scheduled or emergency maintenance
requirements.
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8. Use of the Services.
Client and Users shall use the Services in accordance with CheckFree's
current rules and such others as may be established from time-to-time. Such
rules shall be set forth in documentation materials furnished by CheckFree to
Client. CheckFree agrees to give Client at least thirty (30) days advance
written notice of any change in the rules.
9. Modifications in the Services.
9.1 If any modification to the Services shall be required by law or by
governmental regulation, CheckFree and Client shall use their best efforts to
comply. Client shall pay for any increase in CheckFree's costs and charges
therefor, but if it affects other clients of CheckFree, such costs and
charges shall be shared equitably by all affected CheckFree clients. Subject
to the provisions of paragraph 9.1 hereinabove, without prior notice to
Client, CheckFree at its expense may make any modifications, changes,
adjustments or enhancements to the Services that it considers to be suitable.
10. Use of Service Marks.
10.1 Client shall have no right to any copyrighted material, logos, trade
names, trademarks or service marks used by CheckFree in connection with the
Services. 10.2 Client shall submit all advertising and promotional materials
used in connection with the Services to CheckFree for its prior approval of
the description of the Services and proposed use thereof, that shall be given
in a timely manner and shall not be unreasonably withheld. 10.3 It is agreed
that Client may develop and use its own trade names, trademarks, logos or
service marks with respect to the Services and CheckFree shall have no
proprietary interest therein.
11. Communications Lines and Equipment.
11.1 CheckFree may order, on Client's behalf and after receiving Client's
specific written approval, the installation of appropriate telephone lines
and communications equipment to enable Client to access the Services. Client
shall pay for all costs of installation and use of telephone lines and
communications equipment used in connection with the Services. 11.2 CheckFree
shall not be responsible for the reliability or continued availability of
telephone lines and other communications equipment used by Client or Users in
accessing the Services.
12. File Security, Retention and Transfer at Time of Termination.
12.1 CheckFree shall provide reasonable security measures to ensure that
access to Client's computerized files and records are available only to
CheckFree and CheckFree's authorized agents or contractors and to Client and
Client's Users. CheckFree reserves the right to issue and change procedures
from time-to-time to improve or protect file security.
12.2 CheckFree shall take reasonable precautions to prevent the loss or
alteration of Client's computerized files and records accessed or retained by
CheckFree, but CheckFree cannot and does not guarantee against any such loss
or alteration. Accordingly, Client shall, at its expense, keep copies of the
source documents of the information delivered to CheckFree and shall maintain
a backup procedure for reconstruction of lost or altered Client computerized
files and records to the extent deemed necessary by Client.
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12.3 CheckFree shall, at Client's expense, retain Client's computerized files
and records in accordance with Schedule C attached hereto and made a part
hereof.
12.4 At the time this Agreement is terminated, if Client is not then in
default of any provisions herein, Client shall be entitled to receive from
CheckFree records or lists equivalent in content to CheckFree's standard
Authorized Vendor/Payee List for each of Client's Users on CheckFree's file.
All such records and lists shall be in a form agreeable to both CheckFree and
Client. Client shall bear the cost of all programming and processing that may
be necessary to render the information usable to Client.
13. Government Regulation.
13.1 Each party shall, as the case may be: (i) be responsible for
compliance with all applicable laws, rules, and regulations (including,
without limitation, Regulation E of the Board of Governors of the Federal
Reserve System ("Regulation E"), the Electronic Fund Transfer Act and the
rules of any applicable national or regional Automated Clearinghouse
Association; (ii) establish, maintain, and be responsible for error
resolution procedures required by Regulation E and the Electronic Funds
Transfer Act; and (iii) be responsible for delivering to the Users any
required disclosures and/or any provisional credits in connection with the
error resolution procedure that may be required by Regulation E and the
Electronic Funds Transfer Act. The parties will cooperate with one another in
the investigation and resolution of any alleged errors.
13.2 Client shall provide all required notices and disclosures to the
appropriate regulatory authorities and to affected Users concerning the
initiation or termination of this Agreement or of Services, or of any
substantial changes in the Services being provided to Client or Users.
CheckFree agrees that any and all Users' data maintained by it for Client
shall be available for inspection by the appropriate regulatory authorities
and Client's internal auditors and independent public accountants, upon
reasonable prior written notice to CheckFree.
13.3 Client agrees to pay CheckFree for all costs incurred in the
preparation of data for inspection, examination or audit (pursuant to
subparagraph 13.2) at CheckFree's standard rates then in effect. 13.4 Client
shall be solely responsible for the preparation and delivery to its Users of
the monthly activity statements that will display the Services and the
transactions that have been performed for Users.
14. Client's Agreement With Depositors.
14.1 Client shall be solely responsible pursuant to Regulation E for
ensuring that Users receive adequate disclosure of the terms and conditions
governing their use of the Services and for error resolution procedures.
14.2 Client shall include the following notice, or its equivalent, in
agreements with Users and in Client's promotional material for the Services:
"Depositors should allow at least five (5) business days from the date
payment is scheduled for such payments to be delivered to payees." "Business
days" as used in this Agreement shall mean Monday through Friday of each week
exclusive of Saturday, Sunday and bank holidays.
14.3 Client shall be responsible for notifying Users of all applicable
rules and procedures (and changes therein) to be observed in connection with
the furnishing of the Services by CheckFree.
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15. Insurance.
CheckFree shall, at its expense, during the entire term of this Agreement,
keep in full force and effect, policies of insurance, meeting or exceeding
the following specifications:
A. Crime insurance, including Employee Dishonesty and Computer Fraud
coverage for theft of money or securities that CheckFree holds, or for which
CheckFree is legally liable, arising out of dishonest acts committed by the
employees of CheckFree or its subcontractors, acting alone or in collusion
with others, or through the use of CheckFree's computer system to
fraudulently cause a transfer, in a minimum amount of twenty-five million
dollars ($25,000,000) with a maximum deductible of one million dollars
($1,000,000).
B. General Liability and Errors or Omissions Liability insurance in a
minimum amount of twenty-five million dollars ($25,000,000). CheckFree may
elect, in its sole discretion, to self-insure in any manner all or a portion
of any such coverage, including, without limitations deductibles,
self-insured retentions or retrospective rating programs in an amount not to
exceed one million dollars ($1,000,000) of loss applicable to any insurance
coverage.
CheckFree shall be the named insured and provide a Certificate of Insurance
as evidence thereof. All certificates shall provide for thirty (30) day
cancellation notice from the insurance carrier and the most current financial
rating for the insurance carrier. Also CheckFree shall immediately notify
Client of any cancellation notice by the insurance carrier.
16. Warranty and Limitation of Liability.
16.1 CheckFree warrants that it will exercise reasonable care in the
performance of its obligations under this Agreement and that it has all the
requisite authority to enter into this Agreement. CheckFree further warrants
that it will not infringe upon the intellectual property rights of any third
party in the performance of the services. CHECKFREE MAKES NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE
SERVICES PROVIDED HEREUNDER. Because of the extreme difficulty of fixing
actual damages for any failure of a party to perform its obligations
hereunder, or from any failure of a party to perform any obligations imposed
by law, the parties agree that the liability of a party hereunder for an
uninsured loss, if any, shall be limited to liquidated damages in the amount
of the Fees paid by Client to CheckFree for the six (6) calendar months
immediately preceding the month in which the event occurred that gave rise to
the damages. The provisions of this paragraph apply even though the loss or
damage, irrespective of cause or origin, results, directly or indirectly,
either from performance or nonperformance of obligations imposed by this
Agreement. The parties agree that a breach of the terms of Section 5 as well
as the breach by CheckFree of the intellectual property rights of a third
party are excluded from the limitation of liability portion of this
paragraph.
16.2 IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR (A) ANY INCIDENTAL,
INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND,
INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS REGARDLESS OF WHETHER
IT WAS ADVISED, HAD REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY
THEREOF; OR (B) FOR ANY LOSS OR
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DAMAGE TO THE OTHER PARTY OR TO USER, DIRECT OR CONSEQUENTIAL, ARISING OUT OF
OR IN ANY WAY RELATED TO ACTS OR OMISSIONS OF THIRD PARTIES INCLUDING, BUT
NOT LIMITED TO, VARIOUS COURIER SERVICES, THE FEDERAL RESERVE BANK, OTHER
BANKS WITH WHICH THE OTHER PARTY OR USER DEALS OR THE EMPLOYEES OR AGENTS OF
SUCH BANK OR ANY FINANCIAL INSTITUTION WHICH RECEIVES OR ORIGINATES ENTRIES
OR PAYS ELECTRONIC DEBITS FROM USER ACCOUNTS.
Neither party shall be liable for any delay or other failure of performance
caused by factors beyond its reasonable control, such as, but not limited to,
strikes, insurrection, war, fire, lack of energy, acts of God, governmental
acts or regulation, or acts of third parties. If, after the date of this
Agreement, any law, regulation, or ordinance, whether federal, state, or
local, becomes effective that substantially alters the ability of either
party to perform Services hereunder, the affected party shall have the right
to terminate this Agreement upon thirty (30) days written notice to the other
party.
17. Indemnification.
CheckFree agrees to indemnify Client, its officers, directors, and employees
from and against any and all loss, liability, cost and expense, including
punitive damages and reasonable attorneys fees, incurred by any one or more
of them by reason of any and all claims, demands, suits, or proceedings made
or brought against any one or more of them arising from or related to any act
or omission of CheckFree or the Services or the breach of any obligation,
responsibility, warranty, or representation of CheckFree to Client related to
the development, operation, promotion, or use of the Services. Client agrees
to indemnify CheckFree, its officers, directors, and employees from and
against any and all loss, liability, cost and expense, including punitive
damages and reasonable attorneys fees, incurred by any one or more of them by
reason of any and all claims, demands, suits or proceedings, made or brought
against any one or more of them arising from or related to any act or
omission of Client or the breach of any obligation, responsibility, warranty,
or representation of the Client to CheckFree related to the operation,
promotion, or use of the Services pursuant to this Agreement.
18. Default; Remedies Upon Default.
18.1 Should either party (i) default in the payment of any sum of money
hereunder, (ii) default in the performance of any of its other obligations
under this Agreement, (iii) become the subject of any proceeding under the
Bankruptcy Code or become insolvent, or (iv) have any substantial part of its
property become subject to any levy, seizure, assignment, application or sale
for or by any creditor or governmental agency, the non-defaulting party, at
its option, may, upon at least ten (10) days advance written notice thereof,
terminate this Agreement and declare all amounts immediately due and payable.
The remedies contained in this paragraph 18.1 are cumulative and are in
addition to all other rights and remedies available to the non-defaulting
party under this Agreement or at law or in equity.
18.2 In the event either party defaults in the performance of this
Agreement, the other not in default shall have such remedies, including
cancellation of this Agreement, as may be appropriate at law or in equity;
provided, however, that no legal action shall be brought by either party
unless: (i) the other shall have been given at least thirty (30) days notice
in writing specifying the alleged breach thereof and (ii) the alleged breach
is continuing.
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18.3 All expenses incurred by the non-defaulting party in terminating the
relationship under this Agreement shall be home by the defaulting party.
19. General.
19.1 The parties acknowledge that they have not been induced to enter into
this Agreement by any representation or warranty not set forth in this
Agreement. This Agreement contains the entire agreement of the parties with
respect to its subject matter and supersedes all existing agreements and all
other oral, written or other communications between them concerning its
subject matter. This Agreement shall not be modified in any way unless it is
in written form and signed by both parties.
19.2 This Agreement may not be assigned by Client, in whole or in part,
without the prior written consent of CheckFree, which consent shall not be
unreasonably withheld or delayed. Client agrees to give CheckFree notice of
any such intended assignment of its rights and obligations under this
Agreement.
19.3 This Agreement may not be assigned by CheckFree, in whole or in part,
without the prior written consent of Client, which consent shall not be
unreasonably withheld or delayed. CheckFree agrees to give Client notice of
any such intended assignment of its rights and obligations under this
Agreement.
19.4 This Agreement shall be binding upon and shall inure to the benefit of
CheckFree and Client and their respective successors and permitted assigns.
19.5 If any provision of this Agreement (or any portion thereof) shall be
held to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remainder hereof, shall not in any way to be affected
or impaired thereby.
19.6 The headings in this Agreement are intended for convenience of
reference and shall not affect its interpretation.
19.7 The individuals executing this Agreement on behalf of CheckFree and
Client do each hereby represent and warrant that they are duly authorized by
all necessary action to execute this Agreement on behalf of their respective
principals.
19.8 In the performance of all work, CheckFree is an independent
contractor, with sole right to supervise, manage, control and direct the
performance of the details of said work to be performed by CheckFree. Client
is interested only in the results obtained and the prompt performance by
CheckFree of its obligations and agreements hereunder.
19.9 This Agreement is made in the County of Gwinnett, State of Georgia,
and shall be construed and interpreted in accordance with the laws of the
State of Georgia without regard to choice of law principles.
19.10 The parties do not intend the benefits of this Agreement to inure to
any third party, and nothing contained herein shall be construed as creating
any right, claim or cause of action in favor of any such third party against
either of the parties hereto.
19.11 The form, substance and timing of any press release or other public
disclosure of matters related to this Agreement shall be mutually agreed to
by CheckFree and Client in writing that consent shall not be unreasonably
withheld, except to the extent of disclosure for which CheckFree or Client is
required by law to make, in which instance, the parties shall consult prior
to making such public disclosure.
19.12 CheckFree warrants that the Services provided hereunder and used by
Client prior to, during or after the calendar year 2000 include or shall
include, at no additional cost to Client, design and performance capabilities
so that Client shall not experience abnormally ending and/or
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invalid and/or incorrect results from its use in the operation of the
business of Client. Furthermore, CheckFree represents and warrants that the
Services will under normal use and service, record, store, process and
present calendar dates falling on or after January 1, 2000, in the same
manner, and with the same functionality, data integrity and performance, as
the Services record, store, process and present calendar dates on or before
December 31, 1999. CheckFree warrants that the Services will lose no
functionality with respect to the introduction of records containing dates
failing on or after January 2, 2000, and ensures that the Services will be
interoperable with Software used by Client which may deliver records to the
Services or receive records from the Services, or interact with the Services,
including and not limited to back-up and archived data, date data, century
recognition calculations which accommodate same century and multi-century
formulas and date values, and date data interface values that reflect the
century. 19.13 The parties agree that all obligations that, by their nature
are continuing, including, without limitation the indemnification and
warranty obligations, shall survive termination of the Agreement.
20. Arbitration.
20.1 Any controversy or claim between or among the parties hereto
including, but not limited to, those arising out of or relating to this
Agreement or any related agreements or instruments, including any claim based
on or arising from an alleged tort, shall be determined by binding
arbitration in accordance with the Federal Arbitration Act (or if not
applicable, the law of Georgia), the Rules of Practice and Procedure for the
Arbitration of Commercial Disputes of Judicial Arbitration and Mediation
Services, Inc. (J.A.M.S.), and the Special Rules set forth below. In the
event of any inconsistency, the Special Rules shall control. Judgment upon
any arbitration award may be entered in any court having jurisdiction. Any
party to this Agreement may bring an action, including a summary or expedited
proceeding, to compel arbitration of any controversy or claim to which this
Agreement applies in any court having jurisdiction over such action.
20.2 The arbitration shall be conducted in Atlanta, Georgia, and
administered by J.A.M.S. which will appoint an arbitrator; if J.A.M.S. is
unable or legally precluded from administering the arbitration, then the
American Arbitration Association will serve. All arbitration hearings will be
commenced within ninety (90) days of the demand for arbitration; further, the
arbitrator shall only, upon a showing of cause, be permitted to extend the
commencement of such hearing for up to an additional sixty (60) days.
20.3 Nothing in this Agreement shall be deemed to limit the applicability of
any otherwise applicable statutes of limitation or repose and any waivers
contained in this Agreement.
21. Contingency Back-up
21.1 CheckFree agrees to provide contingency backup of Services at a
separate location for CheckFree's use in resuming Services for Client (and
others), in the event that a disaster should prevent CheckFree's performance
of Services at CheckFree's primary site such that, by transferring the backup
system programs and datafiles and switching of Client's dataline network to
the backup site, Services for Client can thereupon be resumed. Such Services
shall be resumed on a best efforts basis.
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22. Notices.
Service of all notices under this Agreement shall be in writing and sent by
U.S. Certified Mail, return receipt requested, postage paid, addressed to the
party to be served notice at the following address:
CheckFree Corporation
8275 North High Street
Columbus, Ohio 43235
Attention: William C. Buckham, Assistant General Counsel
Atlanta Internet Bank
7000 Peachtree-Dunwoody Road
Building 10, Suite 300
Atlanta, Georgia 30328
Attention: President
EXECUTED in multiple originals on the dates shown below.
ATLANTA INTERNET BANK CHECKFREE CORPORATION
By: /s/ Donald S. Shapleigh By: /s/ Kenneth Benvenuto
---------------------------- ---------------------------
Print: Don Shapleigh Print: Kenneth Benvenuto
---------------------------- ---------------------------
Title: President Title: Executive Vice President
---------------------------- ---------------------------
Date: 10/30/97 Date: 10/31/97
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LIST OF SCHEDULES
Schedule A - Description of CheckFree Bill Payment Services
Schedule B - CheckFree Service Standards
Schedule C - CheckFree Standard Operating Procedures
Schedule D - CheckFree Standard Bill Payment Operating Procedures
Schedule E - Pricing
Schedule F - Description of CheckFree User Interface BankStreet Touch Tone
(Columbus)
Schedule G - Description of CheckFree Level 2 ROLA/Customer Service
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SCHEDULE A
Description of CheckFree Bill Payment Services
CheckFree provides an electronic bill payment service which can be accessed
through various User-Interface Devices.
A. DEFINITIONS
"Service" is defined as CheckFree's bill payment service as further described
in Schedule A that the financial institution (Client) offers to its customers
(Users).
"Client" is defined as the financial institution and/or third party that
provides the Service to its customer base.
"User" is defined as a customer of the financial institution that will access
the Service provided by CheckFree.
"Account" is defined as the demand deposit (DDA) account(s) that a User
designates as the account(s) from which Service transactions are made.
"System" is defined as the software, data base, voice response unit, and
other production and delivery equipment comprising the Service provided by
CheckFree.
"Payee" is defined as individuals or businesses that Users select in advance
to receive payments through the Service.
"User-Interface Device" is defined as the product the User uses to access the
Service.
B. BELL PAYMENT SERVICE
1. General
The Service is an electronic payment system which permits Users to
initiate and authorize payments from their Accounts to Payees who Users
have selected in advance to receive payments by means of the Service.
2. Obligations of CheckFree
CheckFree will provide the Service to Users who have been approved
for enrollment pursuant to procedures agreed to between CheckFree and
the Client. CheckFree will make every reasonable effort to have the
Service available to Users seven (7) days a week, three hundred and
sixty-five (365) days a year for the ratio of hours referred to in
Schedule F.
a. User Enrollment
CheckFree will provide a standard bill payment enrollment form to
the Client to be customized and distributed to the Client's
prospective Users.
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b. Bill Payment Remittance
CheckFree agrees to execute the delivery of all bill payments as
instructed by the User unless one or more of the following
conditions occurs: (1) erroneous or incomplete information is
provided by the User; (2) insufficient funds are available in the
User's DDA Account; (3) a Payee cannot or will not accept a
payment delivered by CheckFree; (4) the User does not follow
CheckFree's operating instructions referred to in Schedule E.
CheckFree will determine the method of payment for delivery of
User bill payments. These methods include but are not limited to
the following: the Automated Clearing House Network, MasterCard
International's Remittance Processing System, direct Payee
transfer, paper checks drawn on CheckFree's Corporate Account, or
paper drafts drawn on User Accounts. CheckFree may issue a paper
draft drawn on the User's Account if one or more of the following
conditions applies: (1) the Client elects not to allow CheckFree
to secure funds from the User Account prior to payment remittance
to the Payee; (2) the Payee is unable to receive electronic
payments; (3) the Payee has not agreed to accept reversal
transactions from CheckFree; (4) the dollar amount of the payment
exceeds the User's credit amount.
It is understood and agreed that CheckFree will conduct standard
credit screening on the Users if the Client elects not to allow
CheckFree to secure funds from User Accounts prior to payment
remittance to the Payee. CheckFree reserves the right to set
credit and check limits on all User Accounts. CheckFree shall
comply with the Fair Credit Reporting Act and any other applicable
laws and regulations.
c. Authorizing Payments
CheckFree agrees to authorize and secure funds for User payments
via a POS (Point of Sale) network. See "Settlement" referred to in
this Schedule A for the settlement of authorized payments.
d. Debiting User Accounts
If it is agreed between the Client and CheckFree that CheckFree
will debit User Accounts, CheckFree will debit via the Automated
Clearing House Network.
e. Systems Network
If Client elects Direct Debit processing, CheckFree agrees to
provide the Client's Data Center with a dedicated connection
through CheckFree's Frame Relay Network. CheckFree's Frame Relay
Network supports both SNA and TCP/IP communication protocols. This
network solution is owned and implemented by CheckFree. CheckFree
will be responsible for monitoring and support of the Frame Relay
Network.
3. Obligations of Client
a. General
Client agrees to: (1) comply with applicable laws, rules, and
regulations governing electronic funds transfers, including
providing regulatory notices and disclosures to
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Users and complying with error resolution procedures required by
law; and (2) require Users to follow CheckFree's standard
operating procedures and terms and conditions with respect to use
of the Service as described by CheckFree from time to time.
b. User Enrollment
Client is responsible for obtaining authorization from its Users
to process bill payment transactions.
c. Marketing
Client agrees to develop and utilize a promotional and marketing
program for the promotion and marketing of the Service.
d. Customer Service
If Client elects to have CheckFree provide First-Tier customer
service, Client agrees to: (1) verify accuracy, completeness, and
readability of all account information provided by the User on the
form prior to delivery to CheckFree; (2) not to contact Payees at
any time on behalf of Users; and (3) perform other duties as
agreed to between the Client and CheckFree.
4. Settlement Options
Please check only one of the following:
User Debit/CheckFree Assumes Risk
For each remittance processing day, CheckFree debits Client's
Users via an ACH debit. CheckFree assumes risk for funds which are
not available and assumes all collection responsibilities.
User Debit/Client Assumes Partial Risk
For each remittance processing day, CheckFree debits Client's
Users via ACH debit. Client assumes partial risk for a specific
dollar amount per payment; Client agrees to provide CheckFree with
the agreed upon amount per payment if funds are not available in
the User's account. The specific dollar amount per payment is
decided upon between CheckFree and the Client.
Direct Debit/Client initiates Settlement Credit
Client must provide CheckFree with a reconciliation file each day.
Client is required to transfer funds via ACH or wire to a
CheckFree settlement account, in an amount sufficient to cover its
Users' authorized Tandem transactions from Client's previous day.
Client designates the cut off time for a given business day.
CheckFree is responsible for balancing to Client's settlement
total.
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Direct Debit/ CheckFree initiates Settlement Debit
CheckFree must provide Client with a reconciliation file each day.
CheckFree is required to debit funds via ACH or debit wire from
Client's settlement account, in an amount sufficient to cover
Client's Users' authorized Tandem transactions from CheckFree's
previous day. CheckFree designates the cut off time for a given
business day. Client is responsible for balancing to CheckFree's
settlement total.
Batch Online Same Day Settlement (BOE)
Client will transmit electronically User payment instructions to
CheckFree. On the same day, Client must initiate an ACH credit to
a CheckFree settlement account for an amount sufficient to cover
Client's Users' payments transmitted that day. For any payments
not processed by CheckFree due to payment exception circumstances,
CheckFree must credit Client's settlement account within a
specific number of days agreed upon between CheckFree and the
Client.
Batch Online Next Day Settlement (Client initiates Settlement Credit)
Client will transmit electronically User payment instructions to
CheckFree. CheckFree will provide Client with settlement amount
based on payments processed. Client must initiate an ACH credit or
wire to a CheckFree settlement account the next day for the amount
deemed by CheckFree sufficient to cover Client's Users' processed
payments.
Batch Online Next Day Settlement (CheckFree initiates Settlement Debit)
Client will transmit electronically User payment instructions to
CheckFree. CheckFree will provide Client with the settlement
amount based on payments processed. CheckFree must initiate an ACH
debit or wire to Client's settlement account the next day for the
amount deemed by CheckFree sufficient to cover Client's Users'
processed payments.
Batch File/Client initiates Settlement Credit
For each remittance processing day, CheckFree agrees to transmit
an ACH format to the Client. The Client agrees to transmit back to
CheckFree, payments approved for processing. Client is required to
wire funds to a CheckFree settlement account, in an amount
sufficient to cover its Users' payments for the prior processing
day. The settlement amount will equal the net dollar amount
(debits less credits) of transactions processed the previous
business day as described in this Schedule. Client must also
provide CheckFree with a reconciliation file each day.
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SCHEDULE B
CheckFree Service Standards
CheckFree will provide a monthly report to the Client which will include the
tracking of data related to all of the Service Standards defined in this
document.
A. Telephone Bill Payment Voice Response Unit (VRU) Availability
The ratio of hours the CheckFree VRU is able to accept payment instructions
(excluding regularly scheduled weekly maintenance) to the total number
of hours in a month shall not be less than 99% on a rolling three-month
basis.
B. Systems Availability
The ratio of hours the CheckFree bill payment and banking systems are able
to accept payment instructions and banking transactions (excluding
regularly scheduled weekly maintenance) to the total number of hours in
a month shall not be less than 99% on a rolling three-month basis.
C. New Application Setup, New Touch Tone Payee Setup and User Account
Maintenance
CheckFree will complete 94% of all User applications, touch tone Payee adds,
and account maintenance within two business days of receipt on a rolling
three-month basis.
Note: Only applicable when CheckFree is providing first-tier customer
service.
D. Telephone Service Factor
The ratio of calls answered to calls offered by Users during hours of
coverage shall not be less than 95% on a rolling three-month basis.
Note: Only applicable when CheckFree is providing first tier customer
service.
E. Payment Inquiry Rate
The ratio of inquiries requiring Payee contact initiated by Client and/or
Client's Users to the total number of payment transactions originated by
Client's Users shall not exceed 1.25% on a rolling three-month basis.
F. Initial Resolution of Non-Urgent Payment Inquiries
CheckFree will reach an initial resolution on 95% of all "non-urgent" user
inquiries within three business days of receipt at CheckFree. Initial
resolution is defined as any of the following:
1. Determining whether any mechanical problems occurred at
CheckFree during remittance of the payment (i.e. ACH files
rejecting, checks not being sent, etc.).
2. Contacting the Payee to determine whether the payment has
been received and, if not, requesting that the Payee note the
User's account that the payment was initiated by the User and
that research is under way.
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3. Initiating research and actions as necessary by either
CheckFree or the Payee in order to have the payment posted to
the User's account.
4. Notifying either the Client or the User that the Payee has
been contacted and research is under way.
G. Initial Resolution of Urgent Payment Inquiries
"Urgent" inquiries are defined as very late rent or mortgage payments,
payments to accounts that are pending immediate cancellation or shut
off, or inquiries requested by specified/authorized Client personnel to
CheckFree customer service supervisory personnel.
CheckFree will initiate 100% of all "urgent" Payee inquiries on the business
day of receipt, meaning the Payee will be contacted to review its
records.
H. Final Resolution of Payment Inquiries
Resolving payment inquiries frequently requires that research be performed by
the Payee involved. CheckFree will always work with the Payee to resolve
the inquiry promptly. After initial resolution, all payment inquiries
will be entered into continuous five business day proactive follow up
until the payment posting problem is resolved. Proactive follow up will
consist of the following:
1. Providing the Payee with check copies, ACH or RPS transmittal
confirmations, etc., as necessary for the Payee to complete
their research and post the payment correctly.
2. Contacting the Payee every five business days until the
payment has posted correctly in order to monitor and
determine the status of the payment research.
3. Notifying either the Client or the User regarding the status
of the inquiry.
Note: In order to reduce the impact of potential statistical fluctuations
that can occur when a user base is relatively small, the Payment Inquiry
Rate, Telephone Service Factor and Average Speed of Answer service standards
will not apply until the Client has more than 2,000 active Users. However,
CheckFree will always seek to provide the same consistent level of service
regardless of the number of Users.
<PAGE>
SCHEDULE C
CheckFree Standard Operating Procedures
The following document outlines CheckFree's general operating procedures.
CheckFree reserves the right to adjust or alter these operating procedures as
necessary based upon the changing needs of our Clients and Clients' Users
and/or changes in the bill payment, banking, and brokerage industries.
A) Hours of Support
CheckFree Customer Care telephones are staffed twenty-four (24) hours per
day, seven (7) days per week, except for New Years Day, Easter Sunday,
Memorial Day, July 4th, Labor Day, Thanksgiving, and Christmas.
Technical Support telephones are staffed 8am - midnight, Monday - Friday
except for the holidays listed above. Technical support is available on
Saturdays and Sundays at an additional cost.
B) Network Support
CheckFree's Client Technical Assistance Center ("CTAC") supports all network
and system technical issues. CTAC is staffed twenty-four (24) hours per
day, seven (7) days per week, except for the holidays listed above.
C) File Retention Schedule
Austin Data Center:
The following files will be retained by CheckFree: (1) all program
libraries; (2) all documented libraries; (2) all JCL libraries; (3) all
online master files; (4) all online transaction files; (5) month-to-date
batch files. The frequency of back up is as follows: (1) daily - all
files listed above; (2) month end files #1 through #4 listed above; (3)
year end - files #1 through #4 listed above. The retention cycle is as
follows: (1) daily files - seven (7) days; (2) month end files - one (1)
year; (3) year end files minimum of seven (7) years.
Columbus Data Center
The frequency of back up is as follows: (1) daily - Server; (2) Partial
backups daily - Mainframe; (3) Weekly full back up - Tandem, Alpha, and
Mainframe; (4) Partial backups on Monday and Thursday - Tandem; (5)
Incremental backups on Saturday, Sunday, Monday, Tuesday, Wednesday and
Thursday - Alpha
The retention cycle is as follows: (1) 4MM (Server backups) - eight (8)
days; (2) Tandem files - three hundred and sixty-five (365) days;
ALPHA incremental backups - eight (8) days and full backups - fourteen (14)
days; (4) Mainframe - fifteen (15) days; (5) P.C. backups thirty (30)
days.
All full backups are placed in fireproof containers and stored an additional
three (3) months when returned from the warehouse.
All file backup and retention for both locations is on industry standard
magnetic tape. All files listed above are stored off premises in an air
conditioned and fire protected bonded warehouse. Files are transferred
from the CheckFree Data Centers to the off premises
<PAGE>
location by noon of the business day following backup; access to the off
premises location is restricted to authorized CheckFree employees.
D) Time Zone
The processing time and schedule will be dependent upon the time zone of the
heckFree Processing Center designated for the Client.
E) Customer Care Escalations
If the Client contacts a CheckFree Customer Care supervisor or manager to
escalate a User inquiry, a representative from the CheckFree Customer
Care Management Team will respond to the Client within twenty-four (24)
hours.
F) Training/Quality Monitoring
CheckFree Customer Care associates are thoroughly trained in a classroom
setting for two weeks, which is followed by monitored one-on-one
training with an experienced associate in a "live" environment. New
Customer Care associates are closely monitored until they are deemed
sufficiently trained for unsupervised User contact. Regular and periodic
retraining is conducted to assure each associate maintains
state-of-the-art competency. In addition, associates are monitored on a
weekly basis by supervisors. Each associate must maintain a benchmark
percentage of quality and if unable to do so, is coached one-on-one.
G) Account Changes
All Account changes for Users wherein CheckFree is providing First-Tier
Customer Care must be sent to the Processing Center in writing (either
from the User or a Client representative) via U.S. Mail or fax. The
written request must contain the User's Service Account Number, User's
signature, and effective date of change. If the Account change is
received by the Client, the written request must contain the User's
Service Account Number, printed name and signature of the Client
representative along with his/her job title; and must be on Client
letterhead. Account changes include but are not limited to the
following: name, address, telephone numbers, Account number, and request
to inactivate or cancel the Service account.
(See H for Personal Security Code Changes)
H) Personal Security Code Changes
All Personal Security Code changes for Users wherein CheckFree is providing
First-Tier Customer Care must be sent to the Processing Center in
writing from the User (only) via U.S. Mail or fax. The written request
must contain the User's Service Account Number, New Personal Security
Code, User's signature, and effective date of change.
I) Users Accessing the Service Outside the U.S.
CheckFree Customer Care does not mail software, reference manuals, letters,
Customer Care letters or any product related materials outside of the
U.S. (APO, FPO, Guam, and the Virgin Islands are considered within the
U.S.)
J) Identifying User over the Telephone
CheckFree Customer Care will only provide account information to the User.
For Client representatives, spouses, and relatives, CheckFree will only
verify information on the
<PAGE>
account such as the Service Account number, Account number, Payee
account number, and payment information.
K) Security
CheckFree conducts comprehensive background checks on all associates that
includes but is not limited to police records, credit records, previous
job records and references.
L) Security Access Limits on CheckFree System
CheckFree associates are assigned individual security access to the CheckFree
on line Customer Care system. Access to specific security fields such as
the User's PIN, Account number, Routing Transit number, and account
number with Payees requires the associate to perform an additional
function on the system to view this information. This additional
function creates an audit stamp each time this information is viewed,
which allows CheckFree to track this access. Update access to these
fields is restricted to Customer Care management and a group of
associates specifically trained in the area of Account Maintenance.
M) Report Package Not Related to Service Standards
CheckFree will provide a monthly report to the Client based upon the
User-Interface Devices being used by the Client's Users which will
include specific data/statistics not related to the Service Standards
defined in this document. These standard statistical reports will
include the following:
1. User Reports:
a. Daily Touch Tone Call Statistics Report - Number of daily
calls placed to the telephone bill payment demo and
production VRU lines.
b. Daily PC Call Statistics Reports - Number of daily calls
placed to Customer Care from PC users. c. Daily E-Mail
Statistics - Number of E-mails received each day. d Daily
Status Activity Report - Number of User enrollments and
cancellations by day, week, and month.
e. Daily Usage Report - Calculates cumulative percentage of
payments processed. f. Reason Code Report - Reasons Users
called Customer Care.
2. Operation Reports:
a. VRU Call Volume - Defines peak hour on the system (includes
six (6) month summary).
3. Reconciliation Reports: a. Summary - Total fees collected.
b. Actual Charges - Daily fees collected. c. Suppressed Charges
- Daily fees waived.
d. Other Charges - Fees collected for miscellaneous services.
e. Free Users - Users receiving free pricing. f Inactive Users
- Users in inactive status.
g. Excess Fee - If applicable, fees collected for excess
transactions (fees over the base number of transactions
allowed).
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h. Transaction Report - Fees billed to financial institution for
banking transactions processed. i. Refunds Processed - Fees
refunded to the User.
j. Added Users - List of Users added during the month.
k. Deleted Users - List of Users deleted (canceled service)
during the month.
<PAGE>
SCHEDULE D
CheckFree Standard Bill Payment
Operating Procedures
The following document outlines CheckFree's standard electronic bill payment
operating procedures. CheckFree reserves the right to adjust or alter these
operating procedures as necessary based upon the changing needs of our
Clients and Clients' Users and/or changes in the bill payment industry.
A. Acceptance of Payment Inquiries
CheckFree will accept User payment inquiries as early as five (5) business
days after the scheduled payment date in a Due Date Processing
environment and ten (10) business days in a Direct Debit Processing
environment.
B. Late Fees
CheckFree has confidence in the reliability of its processing capabilities,
the extent of its Payee database, its large volume of payments, and the
extent to which it has become a significant originator of Payee
payments. Provided that the payment resulting in such a fee was
scheduled in accordance with the approved product literature, CheckFree
will cover any Payee imposed late fees up to $50.00 per payment which
have been incurred by any User and which a Payee will not waive or
reverse.
This commitment does not apply to prohibited payment types such as payments
to settle securities purchases, payments to interest bearing accounts,
tax payments and court ordered payments, or payments scheduled in the
grace period.
C. Stop and Reissues
To expedite the resolution of payment inquiries involving check payments that
have not been cashed by the Payee and are believed to be lost in the
mail, CheckFree will place a stop payment on the original remittance and
issue a replacement remittance as follows:
CheckFree Corporate Single Checks
Due Date Processing: beginning ten (10) business days after the
User's scheduled payment due date.
Process Date Processing: beginning fifteen (15) business days
after the User's scheduled payment process date.
CheckFree Corporate Consolidated Checks
Due Date Processing: beginning thirty-one (31) calendar days after
the User's scheduled payment.
Process Date Processing: beginning thirty-five (35) calendar
days after the User's scheduled payment process date (i.e.
after the payment is at least one (1) month late to the Payee).
<PAGE>
Laser Checks
Due Date Processing: beginning ten (10) business days after the
User's scheduled payment due date .
Process Date Processing: beginning fifteen (15) business days
after the User's scheduled payment process date.
Note: Laser Checks are drawn directly from the User's account,
similar to a User's personal check. Therefore, these
procedures only apply to those financial institutions who
cooperate in placing the stop payment on the laser check.
D. Outstanding Corporate Checks
CheckFree periodically reviews the clearing of all corporate checks. Funds
resulting from any uncashed corporate checks are electronically credited
back to the User.
E. Global Payee Address Changes
CheckFree reserves the right to make global Payee address changes which will
change Payee addresses on User Accounts. Global address changes may be
made for either of, but not limited to, the following reasons: if the
Payee requests a specific payment exception address or if the Payee
changes the payment processing address.
F. Operator Assisted Payment Instructions
CheckFree Customer Care will not manually enter payment instructions on the
CheckFree System on behalf of the User, nor will CheckFree Customer Care
enter payment instructions on the User's behalf on any of the
User-Interface products.
<PAGE>
SCHEDULE E
ATLANTA INTERNET BANK PRICING FOR TOUCH TONE AND EDIFY BILL
PAYMENT
Implementation Fee $_____ (waived)
Fee to move Frame Relay Connection $_____
Customer Service Training $_____ (in Columbus)
(These fees are payable upon contract signing) $_____ (in Atlanta)
Monthly Minimum (Begins upon contract signing.
Months 1-6 $_____
7-60 increasing at $___ per month
User Fees For Edify Bill Payments $____ per month
Due date/non-guaranteed funds
(This fee applies to all enabled users (includes 10 payments, of
regardless usage during a particular additional payments $___)
month)
Process date/guaranteed funds environment $___ per month
(additional payments $____)
Telecommunications $____ per month
(Per Frame Relay connection, TCP/IP protocol,
includes routers, DSU's, 7x24 monitoring,
telecom, encryption key maintenance, etc.
TT/VRU access through 1-800# $____/minute
User Guides and Fulfillment for Touch Tone
CheckFree fulfills $_____
CheckFree prints and fulfills $_____
Miscellaneous Fees
ROLA User Ids: $___ / User ID / month (i.e.: $___/FI Rep
using ROLA / mo.).
NSF - EFT / ISO Debit off-line: $_____ each
NSF - EFT / ISO Debit on-line, in session: $_____ each
NSF - ACH Debit $_____ each
<PAGE>
Stop and Reissue: $_____ each (requested outside of normal Stop &
Reissue guidelines).
Overnight Delivery: $_____ each (requested by user or FI).
Touch Tone Merchant Lists: $_____ / list (FI selects frequency).
Touch Tone Monthly Statements: $_____ / statement (optional - FI determines).
Supplemental Training
(Above and beyond standard training included in implementation fee)
On-site at FI (per trainer): $_____ first day; $_____ each additional day.
(includes travel & living expenses)
At CheckFree (per trainer): $_____ first day; $_____ ea. additional
day (space permitting)
CheckFree Resource Time
(For special requests made by FIs, including providing estimates, queries,
custom development, conversions, etc)
Customer Service Rep: $_____ / hour
(data entry, customer service, research, etc)
Non-Systems Professionals: $_____ / hour
(Account Managers, Implementations Managers, Product
Management, Customer Service Managers, etc.)
Systems Professionals: $_____ / hour
(developers, architects, systems analysis,
programming, etc.)
Computer Time: $_____ / hour
Additional UI Branding / Customization:
(as supported by individual UIs) $_____ / hr or $_____ / day
<PAGE>
SCHEDULE F
Description of CheckFree User Interface
BankStreet Touch Tone (Columbus)
BankStreet Touch Tone (Columbus) user interface is available on a Conversant VRU
which offers bill payment features.
A. DEFINITIONS
"Service" is defined as CheckFree's bill payment service as further described
in Schedule C that the financial institution (Client) offers to its customers
(Users).
"Client" is defined as the financial institution and/or third party that
provides the Service to its customer base.
"User" is defined as a customer of the financial institution that will access
the Service provided by CheckFree.
"Account" is defined as the demand deposit (DDA) account(s) that a User
designates as the account(s) from which Service transactions are made.
"System" is defined as the software, data base, voice response unit, and
other production and delivery equipment comprising the Service provided by
CheckFree.
"Payee" is defined as an individual or business that Users selects in advance
to receive payments through the Service.
"User-Interface Device" is defined as the product the User uses to access the
Service.
B. BANKSTREET TOUCH TONE (COLUMBUS)
1. Touch Tone Demo
CheckFree will provide a touch tone bill payment demo script which
allows the User to hear a demonstration of a typical bill payment
session. The User is prompted to enter a payee date and amount.
The *0 command can transfer the prospective User to a sales
department (either to CheckFree or the Client).
2. Bill Payment Features
a. Payment Scheduling
Users can pay anyone, from anywhere in the U.S., twenty-four (24)
hours a day, seven (7) days a week. Users can also schedule
payments up to one (1) year in advance.
<PAGE>
b. Debiting the User
Funds for payments are deducted from an Account on the day
specified by the User.
c. Speech recognition
The BankStreet Touch Tone allows the User to voice the commands
rather than use the touch tone key pad
d. QuickStart Program
CheckFree provides a QuickStart guide for the BankStreet Touch
Tone User to walk the User through the easy steps to access the
Service and begin paying bills.
e. Bill Payment Types
BankStreet Touch Tone permits Users to initiate and authorize
payments from their Accounts to Payees who Users have selected in
advance to receive payments by means of the Service. Users will
have the option of setting up Payees as one of two bill payment
types: (1) Recurring Payments are of a fixed amount that are paid
on a regular time interval, such as monthly (i.e. rent, mortgage,
etc.). Once a Recurring Payment is set up by the User, CheckFree
will automatically execute bill payments according to User
instructions until the User cancels or changes those instructions;
(2) Variable Payments vary in amount and/or date (i.e. utility,
credit card, etc.). Once a Variable Payment is set up by the User,
CheckFree will execute the bill payment instructions according to
User instructions for each individual payment.
f. Additional Payment Scheduling
The Touch Tone Conversant system allows the User to schedule a
Variable Payment to a Payee who is already set up as recurring.
g. Payee List
BankStreet Touch Tone allows the User to hear a list of all active
Payees along with their respective Payee number.
h. Payee List Request
BankStreet Touch Tone allows the User to request a paper Payee
list in a bill payment session.
i. Automated Payee Add
BankStreet Touch Tone allows the User to add or delete Payees
electronically during a bill pay session. (When adding Payees, the
Columbus Conversant System contains a list of over 400 common
Payees for the User to choose from.)
Users can schedule Recurring Payments to a Payee in the same bill
pay session during which the Payee is added.
j. Automated Payee Credit Card Add
BankStreet Touch Tone allows the User to add MasterCard and Visa
Payees with even more convenience by only requiring the User to
enter its account number with the
<PAGE>
Payee.
k. Express Bill Pay
BankStreet Touch Tone provides a simplified bill payment script
separate from the main script. This express system allows the User
to schedule Variable Payments only.
l. Payee History
BankStreet Touch Tone allows the User to hear the last payment
sent and the last payment approved for selected payees.
m. Monthly Statement
CheckFree provides an optional itemized monthly bill pay
statement. Budgetary charts are also included to help Users
monitor and categorize expenses.
n. Customer Service
BankStreet Touch Tone provides quick, easy access to customer
service throughout the bill payment system.
3. VRU
CheckFree will provide a Conversant VRU. Customized greetings
using the Client's name can be set up in the CheckFree VRU.
The Client has the option of a flash hook from its VRU to the
CheckFree VRU. In this instance, the User dials the Client's VRU
number and selects a bill pay option set up by the Client; the
Client's VRU then dials the CheckFree VRU and the customer begins
the bill pay session.
CheckFree provides an 800 number for the Client's Users to access
the VRU.
4. Obligations of Client
a. Product and Service Branding
Client agrees to: (1) provide CheckFree with all custom components
for BankStreet Touch Tone; and (2) provide CheckFree with custom
letterhead and signatures.
<PAGE>
Level 2 is defined as Client providing full support for bill payment
processing. CheckFree provides Remote On Line Access (ROLA) to Clients who
select to provide full support for bill payment processing.
A. DEFINITIONS
"Service" is defined as CheckFree's bill payment service as further described
in Schedule A that the financial institution (Client) offers to their
customers (Users).
"Client" is defined as the financial institution and/or third party that
provides the Service to their customer base.
"Client Representative" is defined as the financial institution's employed
personnel who will access CheckFree's ROLA.
"User" is defined as a customer of the financial institution that will access
the Service provided by CheckFree.
"Account" is defined as the demand deposit (DDA) account(s) that a User
designates as the account(s) from which bill payment transactions are made.
"System" is defined as the software, data base, voice response unit, and
other production and delivery equipment comprising the Service provided by
CheckFree.
"ROLA" or "ROLA System" is defined as CheckFree's account tracking system
that contains bill payment User data.
"Payee" is defined as individuals or businesses that Users select in advance
to receive payments through the bill payment service.
"First Tier" is defined as customer support responsibilities which include
but are not limited to (1) adding User to ROLA system; (2) answering incoming
calls and incoming e-mail from Users; (3) opening payment inquiries on ROLA;
(4) research requests on ROLA.
"User-Interface Device" is defined as the product the User uses to access the
Service.
B. CUSTOMER SERVICE
1. General
Client will provide support directly to the Client's Users. This
includes, but is not limited to, incoming telephone calls, written
correspondence, and PC software technical support. CheckFree will
provide back-end support to Client for all bill payment inquiries
and network support.
<PAGE>
2. Obligations of CheckFree
a. Bill Payment Inquiries
CheckFree will research all bill payment inquiries received
from Client through ROLA. This research will include but may
not be limited to the following: (1) contacting the payee by
telephone on behalf of the User; (2) forwarding check copies to
payee on behalf of User; (3) forwarding electronic transmission
to payee on behalf of User; and (4) researching User's
transmittal reports to the Processing Center. All research
results will be sent to Client via ROLA.
b. E-Mail
CheckFree will receive and respond to incoming e-mail from
Users. Incoming e-mail also includes e-mails from Users
requesting technical support for any of CheckFree's
User-Interface Devices
c. Network Support
CheckFree will provide all network/technology support to
Client. CTAC monitors hardware, software, middleware,
networking, telephony and mainframe applications. This help
desk operates 24x7 and is available for the Client to report
technical problems such as not being able to access ROLA,
reports from customers not being able to access the VRU, etc.
3. Obligations of Client
a. ROLA
Client will use CheckFree's ROLA as defined in Schedule E to provide
customer service.
b. User Enrollment
Client will add Users via ROLA to the CheckFree system after
receiving enrollment forms from Users.
c. Incoming Calls
Client will answer all incoming calls from Client's Users. Incoming
calls may include but not be limited to the following: (1) payment
cancellations; (2) User-Interface device instructions; (3) bill
payment inquiry; (4) technical support for User-Interface devices;
(5) account changes; and (6) payee information changes.
d. Inquiry Tracking
Client agrees to log all incoming calls from Users.
e. Bill Payment Inquiries
Client will forward via ROLA all bill payment inquiries received
from Users which require payee contact or research to resolve.
Client understands all payee contact is CheckFree's responsibility
and Client agrees not to contact payees at any time on behalf of
Users.
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C. ROLA
1. General
CheckFree's ROLA is an account tracking system which allows the
client to perform virtually every type of customer support for a
User of CheckFree's bill payment processing service.
2. Obligations of CheckFree
a. System Availability
CheckFree will make every reasonable effort to provide access
to ROLA 24 hours a day, 365 days a year, outside of regularly
scheduled maintenance and processing download times.
b. Network Access
CheckFree provides total dial up access to Client. Networking
is owned and implemented by CheckFree.
c. Implementation
CheckFree will to implement ROLA approximately 60 days after
Client completes the ROLA form accurately.
d. Training
CheckFree will provide full customer service and ROLA training
to the Client. This training will be designed as a "train the
trainer" session. This training includes but is not limited to
(1) ROLA system; (2) bill payment processing; (3) customer
service procedures. The location of training will be agreed
upon between CheckFree and the Client.
e. Upgrades
CheckFree will provide all upgrades to ROLA system
automatically to Client.
f. Security Access
CheckFree provides ROLA security access form to Client on line.
CheckFree processes all requests and provides Client with User
IDs. Client's Representatives will choose individual password
when signing on to ROLA. CheckFree ROLA system will require
Client's Representatives to change the passwords each month.
CheckFree reserves the right to change or alter security
procedures established for ROLA.
g. Secured Data
User Personal Security Codes, account number with Payees, and
if applicable, banking information are not readily available to
view on line. CheckFree will require Client's Representative to
perform an additional function on line to view this
information. This additional function creates an audit stamp
each time this
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information is viewed, which allows CheckFree to track this
access. This additional function may be restricted by
individual Client Representative.
h. Technical and Network Support
CheckFree's Client Technical Assistance Center ("CTAC")
supports all network and system technical issues. CTAC is
staffed 24 hours per day, 7 days per week, except for New Years
Day, Easter Sunday, Memorial Day, July 4th, Labor Day,
Thanksgiving, and Christmas.
i. Viewing User Data
CheckFree ROLA will provide Client the following information
that can be viewed on line:
1. User Information which includes User name, address,
telephone number, Source Code, Price Code, Service Account
Number, Personal Security Code, and if applicable, User's
banking information and software version.
2. User Payee List which includes all payees added by the
User and/or Client. Payee files will contain payee name,
address, telephone number, User account number, schedule
payment date and amount.
3. User Payment History which includes payee name, payment
date, payment amount, and payment method used by CheckFree.
4. User Inquires which include User calls and User e-mails,
tracked by Client and/or CheckFree.
j. Updating User Data
CheckFree ROLA will provide Client the following information
that can be updated on line:
1. User Payee information can be added, deleted and changed.
2. User Information can be added changed, deleted and changes.
3. User Pending Payments (payments not yet processed by
CheckFree) can be scheduled, changed or canceled.
4. Log and track all User inquiries.
5. Send User inquires on line to CheckFree customer support.
3. Obligations of Client
a. General
Client agrees to comply with applicable laws, rules, and regulations
governing electronic
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funds transfers, including providing regulatory notices and
disclosures to Users and complying with error resolution procedures
required by law.
b. Equipment Access
Client agrees to provide Client Representative with PC containing
3270 software and or 3270 terminal.
c. Security Access
Client agrees to establish and monitor internal procedures which
limit one User ID to one Client Representative. User IDs and
passwords are not to be shared.
d. ROLA Operating and Security Procedures
Client agrees to comply with CheckFree's standard operating rules
and security procedures.