Xtend shall not be held responsible for errors or omissions within this form or upon delivery including but not limited to, dates, text, target member groups and delivery method. You (“the Credit Union”) will be sent one test message to an email address of your choosing. You will be given one opportunity to revise the message text at this point. You are responsible for providing approval or revisions of the test message in a timely manner. Xtend reserves the right to delay your send date as needed if we do not receive approval of the test message within 1 business day prior to the send date.

Xtend E-Communication HTML Indemnification Agreement

Compliance:

It is the intent of XTEND to comply with all known U.S. federal, state and local laws and regulations applicable to the services to be performed by XTEND. XTEND does not warrant that all services provided shall comply with all known U.S. federal, state, and local laws and regulations applicable to the Services to be provided by XTEND. Confirming compliance with all known U.S. federal, state and local laws and regulations applicable to the Services to be performed by XTEND set forth in this Master Services Agreement shall be your CREDIT UNION’s non-delegable responsibility.

Our Responsibility:

XTEND’s sole responsibility is to exercise slight care in processing your campaign in accordance with this Agreement. All campaigns will be processed in accordance with the instructions provided by your CREDIT UNION with this Service and in accordance with the terms of this Agreement.

Indemnity:

Your CREDIT UNION assumes the risk of and shall indemnify XTEND, its directors, officers, employees and agents and shall hold them harmless from and against any actions, suits, damages, judgments, costs, charges, expenses, attorney fees, and consequences of any liability, of any nature (“Losses”), incurred, made or suffered by any third party in connection with the furnishing of services by XTEND under this Agreement, except for Losses due to gross negligence, or the fraud or intentional, willful, and wanton act of XTEND.

Exclusive Remedy:

Your CREDIT UNION agrees that the liability of XTEND and its directors, officers, employees, and agents with regard to the services provided by this Agreement for any actions, suits, damages, judgments, costs, charges, expenses, and attorney fees (“the Losses”) for which they are or may be legally liable, whether arising in negligence or other tort, contract or otherwise shall not exceed in the aggregate the costs of correction of the error, omission or other problem which is the basis for the Losses, except in regards to matters resulting due to the gross negligence or intentional acts of XTEND.

Governmental Inspection:

Member records maintained by XTEND shall be at all times and without prior written notice to your CREDIT UNION be available for examination and audit by appropriate federal and state agencies, as permitted by law. By entering into this Agreement, XTEND agrees that the State of Michigan Department of Insurance and Financial Services (“DIFS”), the National Credit Union Administration (“NCUA”), or any other regulatory agencies having authority over the CREDIT UNION’s operations shall have the authority and responsibility provided to the regulatory agencies pursuant to statute, regulation or rule, including but not limited to Michigan Credit Union Act, Subsection 408(4).