Bank of America 12/30/2021 - Laserfiche WebLink

BANK OFAMERICA '�', 25. RESOLUTION OF DISPUTES Any dispute or controversy concerning your use of a Service or the Agreement will be decided by binding arbitration conducted in the United States of America(except as you and we expressly agree otherwise) in accordance with the United States Arbitration Act(Title 9, U.S. Code) under the Commercial Arbitration Rules of the American Arbitration Association. Under these procedures,the dispute is submitted to a neutral person for determination in place of a trial before a judge or jury. Judgment upon the award made by the arbitrator may be entered in any court having jurisdiction. Either you or we may exercise self-help remedies or obtain provisional or ancillary remedies from a court. You or we may exercise or obtain these remedies at any time, even while the arbitration or trial by a judge is pending. By exercising or obtaining any such remedies, neither you nor we waive the right to request that a dispute or controversy be decided by arbitration or trial by a judge. 26. SEVERABILITY If any provision of the Agreement or its application to any person or set of circumstances is determined to be invalid, unlawful, void or unenforceable to any extent, the remaining provisions of the Agreement and their application to any other persons or circumstances shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law. 27. WAIVER No delay or failure to exercise any right or remedy under the Agreement shall be deemed a waiver of such right or remedy. No waiver of a single breach or default under the Agreement shall be a waiver of any other breach or default. Any waiver under the Agreement must be in writing. 28. YOUR REPRESENTATIONS AND WARRANTIES You represent and warrant to us now and on each day on which we provide a Service to you that: (i) you are a body corporate acting within the scope of your ordinary course of business and you are not a"consumer"for the purposes of any consumer credit legislation, or regulatory guidance or codes of conduct applicable to consumers (and, if you believe that you have or may become a"consumer"for any of those purposes, you will notify us immediately of that fact). Further,you acknowledge that you will not be treated as a consumer for purposes of the Agreement, and laws and regulations relating to consumer protection shall not apply; (ii) the Agreement and its provisions constitute and create legal, valid and binding obligations on you which are enforceable in accordance with their terms; (iii) your performance of your obligations will not violate any law applicable to you or facilitate any unlawful transactions, for example those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq; (iv) you are in compliance with all AMUSanctions Laws and are not aware of any breach by you or your Cardholders of any such laws; (v) the debiting of any account as provided in the Agreement is not inconsistent with any restriction on the use of that account; (vi) you have obtained all approvals and authorizations required to enable you to enter into,deliver and perform the Agreement and the transactions contemplated under it, including but not limited to any authorizations required from any applicable third party to allow you to transfer funds and access information from that party's account; (vii) there are no bona fide proceedings,tax claims or disputes pending or threatened against you in respect of which, if judgment is given against you,would materially affect your financial condition or ability to pay us under the terms of this Agreement; (viii) if you are a Participant, you have authorized the Company to take any and all actions on your behalf related to the Agreement and any Services you receive, including binding you to the terms of this Agreement; and (ix) the person executing the Agreement has full authority, permission and approval to execute and bind the Company and Participants. You will not dispute such authority, permission and approval regardless of whether you have provided board resolutions or similar documentation to us. 29. ASSIGNMENT You may not assign the Agreement, or transfer any right or delegate any duty or performance under the Agreement,without our prior written consent,which shall not be unreasonably withheld. Any purported assignment by you of rights or delegation by you of obligations contrary to the provisions of the Agreement shall be void. We may assign our rights and delegate our obligations to a third party. If we do so, we will provide notice to you. 30. AGREEMENT 30.1 Entire agreement.The Agreement and the schedule of charges in effect for you,as amended from time to time,constitute and represent the entire agreement between you and us regarding a Service we provide to you anywhere in the world and supersede and extinguish all prior agreements, understandings, representations, warranties and arrangements of any nature(including requests for proposals and other sales material),whether oral or written,between the parties relating to a Service. The Agreement controls in the event of any conflict between it and any relevant User Documentation or any other document. 30.2 Successors and assigns.The Agreement shall be binding upon and inure to your and our benefit and to the benefit of your and our respective successors and permitted assigns. 00-35-6182NSBW 02-28-2020 AK Page 15 of 16 Bank of America — Confidential ©2020 Bank of America Corporation