Common use of Digital Services Clause in Contracts

Digital Services. Bank shall develop and maintain a digital banking platform (the “Digital Banking Platform”) in accordance with the technical specifications (as mutually agreed by the Parties in connection with the Program, and in accordance with Exhibit F. (a) The Digital Banking Platform shall be developed and maintained to function across multiple digital and mobile platforms and shall include, at a minimum, (i) an online banking offering (the “Online Offering”) and (ii) a mobile banking offering (the “Mobile Offering”). Company reserves the right, in its sole discretion, to select the set of products and features offered by the Bank (the “Product and Feature Set”) that shall be developed and maintained in connection with the Digital Banking Platform and to change, from time to time, EXECUTION COPY the Product and Feature Set described in Exhibit F offered to T-Mobile Customers. Company may integrate third-party services into the Digital Banking Platform; provided, that, such integration is permitted by Applicable Law and is consistent with commercially reasonable security standards. (b) Bank agrees that, in connection with the Online Offering and the Mobile Offering, Bank shall make available, on a non-discriminatory basis, and implement any and all software, applications, specification standards, software development kits, application programming interfaces, and any related documentation to Company and/or to any third-party service providers designated by Company. Bank shall be responsible for managing and implementing any and all aspects of the interfaces in connection with the Online Offering and the Mobile Offering and the payment card networks. Bank shall be obligated to provide the information and materials required pursuant to this Subsection (b) regardless of whether Company’s Product and Feature Set could compete with any of Bank’s then-current Product and Feature Sets or future Product and Feature Sets. For the avoidance of doubt, Bank shall be under no obligation to provide Company with Bank’s source code. (c) Bank agrees that, in connection with the Online Offering and the Mobile Offering, Bank shall develop and maintain a mobile application to be used in connection with the Program (the “Mobile Application”) in accordance with the design specifications provided by Company. Bank further agrees that the Mobile Application shall be made available to T-Mobile Customers through multiple mobile application stores, [***]. Bank shall develop and maintain the capabilities necessary to provision Cards to any and all mobile wallets designated by Company from time to time, [***] (collectively, the “Mobile Wallets”). Bank shall develop and maintain integration into the Mobile Wallets, as agreed upon by all parties, to enable a T-Mobile Customer to use the Mobile Wallets [***] upon activating and funding a T-Mobile Customer Account. Bank shall deliver to T-Mobile Customers the [***]. (d) The Parties shall develop, implement and maintain the customer activation process (the “Customer Activation Process”) for new T-Mobile Customers. The Customer Activation Process may be updated or amended from time to time upon mutual agreement by the Parties. The Parties further agree that they will jointly work to develop a method by which they may leverage existing data, in a secure manner, held by Company to pre-qualify prospective T-Mobile Customers for participation in the Program.