|
BANK OFAMERICA "i.
<br /> i. our proposed changes will not apply to the Agreement and the Agreement will terminate on the date on which those changes
<br /> would otherwise have come into effect(as long as that date is no later than 30 days after the date of your notice);or
<br /> ii. our proposed changes will not apply to the Agreement and the Agreement will terminate 30 days after the date of your notice;
<br /> or
<br /> iii. our proposed changes will apply to the Agreement with effect from the date on which they are due to come into effect and
<br /> the Agreement will terminate 30 days after the date of your notice,but, if as a result of the changes you incur any additional
<br /> fee,charge,expense or other liability,we will promptly apply a corresponding credit to your account with us so as to put you
<br /> in the same position in which you would have been had the proposed changes never taken effect.
<br /> 17. ANCILLARY SERVICES
<br /> 17.1 Adding services. Upon your request and our approval we may provide additional services to you and such Participants as we may
<br /> agree from time to time. Such services may be subject to additional terms and conditions.
<br /> 17.2 Receipts imaging service.You may elect to use our receipts imaging service whereby you send us copies of your Transaction
<br /> receipts,which we will electronically store for you(the"Receipts Imaging Service"). It is your obligation to send us legible copies of your
<br /> Transaction receipts. You acknowledge and agree that we will not review the Transaction receipts and that you are responsible for retaining
<br /> the original receipts. Notwithstanding Section 22,we will not be liable for damages if the images are illegible or blank or for failure to provide
<br /> copies by a given time or for failure to provide copies we are not reasonably able to provide. Images will be made available to you by
<br /> website at such times as may be set forth in the applicable User Documentation or as otherwise established by us.There is no charge for
<br /> this Service. We may delete any images we hold for you after seven(7)years from our receipt of the relevant Transaction receipt without
<br /> notice to you. Upon termination of this Agreement you will no longer have access to any images we hold for you, and we may delete all
<br /> images we hold for you without notice.
<br /> 17.3 File feeds to third parties. You may request us to send certain program data to your third party servicers. We will do so on the basis
<br /> that you have reviewed and accepted our standard file layout and you agree that any file transfer shall only be in such standard file layout.
<br /> You agree to indemnify,defend and hold us,our successors and permitted assigns,our affiliates and their respective directors,officers,
<br /> agents and employees harmless from and against every claim,demand, proceeding or suit,and from every liability, loss,damage,cost,
<br /> charge,expense(including any actions or expenditures required by law or regulations,reasonable attorney,auditor and other fees,and
<br /> costs)whether or not material, liquidated, contingent or prospective in nature,arising out of, resulting from or related to our compliance with
<br /> your data transfer request.
<br /> 17.4 Fee Increases. You acknowledge and agree that any changes to the services which you request and use pursuant to this Agreement
<br /> may increase the fees which you are required to pay to us in accordance with Section 10 of this Agreement.
<br /> 18. ADDITIONAL COSTS AND TAXES
<br /> 18.1 Relevant taxes. You and we agree that the issuance of any Card Account to you or any Card to a Cardholder or any other person
<br /> pursuant to the Agreement shall be deemed exclusive of any applicable value added tax,any tax or duty that applies or is levied on the issue
<br /> of any Card, or any similar tax, levy,duty or impost(a"Relevant Tax")and that,where any Relevant Tax is levied on the issue of any Card or
<br /> Card Account(or on any other Service or product provided by us under or pursuant to the Agreement),we may issue an appropriate invoice
<br /> for the Relevant Tax addressed to you, and you must promptly pay to us the amount specified in that invoice.
<br /> 18.2 Other duties and taxes. Where any tax, levy,duty or impost of any kind is applied or levied on the issue or import of any Card into any
<br /> territory(an"Import Tax"),you must promptly indemnify,keep us indemnified and hold us harmless in full against and for the amount of the
<br /> Import Tax applied or levied. Where any tax, levy,duty or impost of any kind is applied or levied on the execution,delivery or performance of
<br /> the Agreement(a"Contract Tax"),you must promptly indemnify and keep us indemnified and hold us harmless in full against and for the
<br /> amount of the Contract Tax applied or levied.
<br /> 18.3 Withholding tax. You may be required to make withholding tax payments or other deductions on account of tax from any amounts
<br /> which you are required to pay to us under the Agreement(a"Withholding Deduction"). Where any individual Cardholder or any individual
<br /> who holds a Cardless Account makes any payment to us under the Agreement,that person may also be required to make a Withholding
<br /> Deduction. You must ensure that you(or the relevant Cardholder or other relevant individual)make all Withholding Deductions where
<br /> required to do so. You must also inform all individual Cardholders and all persons holding a Cardless Account who use or may use a Service
<br /> of the circumstances in which they must make a Withholding Deduction. You must indemnify us,keep us indemnified and hold us harmless
<br /> against all losses,costs,expenses and damages which we incur or are reasonably likely to incur as a result of you,any individual Cardholder
<br /> and/or any other relevant individual failing to make any Withholding Deduction when required.
<br /> 18.4 Gross-up. If any sum payable to us under the Agreement is subject to any tax, impost,duty, levy,deduction,set-off,counterclaim,
<br /> contribution or withholding of any nature whatsoever(wherever in the world imposed), including any and all related penalties,charges and
<br /> interest(in each case a"Tax Deduction"),the amount of the payment due shall be increased to an amount which(after making any Tax
<br /> Deduction)leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
<br /> 19.COMMUNICATIONS; NOTICES
<br /> 19.1 Giving notices. Any written notice or other written communication to be given under the terms of this Agreement will be sent to us at
<br /> the address we specify in writing. Notices are effective upon receipt,except as otherwise provided in this Agreement or any Materials. If you
<br /> are a Participant,you agree and acknowledge that any notice we provide to the Company shall be deemed to be given to you.
<br /> 00-35-6182NSBW 02-28-2020 AK Page 10 of 16
<br /> Bank of America — Confidential ©2020 Bank of America Corporation
<br />
|