Bank of America 12/30/2021 (2) - Laserfiche WebLink

BANK OFAMERICA �� Program Administrator. One or more individuals designated by you as our primary contact for the Card Accounts who is authorized to take actions necessary or appropriate to maintain the Card Accounts, including,without limitation,designating persons to receive Card Accounts, receiving communications from us related to the Card Accounts, requesting the closure of Card Accounts and otherwise communicating with us with respect to the Card Accounts. Program Data.Any Software, Materials,data,technical assistance,training and related technical data, and any media in which any of the foregoing is contained. Sanctions.Any sanctions administered or enforced by the United States Government(including the U.S. Department of the Treasury's Office of Foreign Assets Control),the United Nations Security Council,the European Union, Her Majesty's Treasury,or any other relevant sanctions authority. Software. Web-based applications accessed via a Website and/or the programs and data files provided by us for use on a computer in connection with the Services. Subsidiary. Any entity in which more than 50%of the ownership interest is owned or controlled,directly or indirectly, by you. The term "Subsidiary"does not include affiliates or other entities in which 50%or less of the ownership interest is owned,directly or indirectly, by you. Transaction. The purchase or reservation of goods or services or a Cash Advance made or facilitated by use of a Convenience Check or Card Account. Unauthorized Use. Use of a Card Account, Card or Convenience Check by a person or entity(i)who is not your Cardholder,employee or agent,(ii)who does not have actual, implied or apparent authority to use the Card Account, Convenience Check or Card and(iii)whose use does not benefit you directly or indirectly. User Documentation. Any written information we may provide to you, including information in electronic format,as amended from time to time,which contains detailed instructions regarding the use of a Service. Current User Documentation is available upon your request. Website. Any internet website and/or online access channel for use in accessing the Services. Workforce. Our employees with access to CPI. 2. OUR OBLIGATIONS 2.1 Card Accounts.We will open Card Accounts upon your request which Cardholders may use to conduct Transactions for your business. All Transactions made on a Card Account are considered authorized by you unless we receive and have had a reasonable period of time to act upon written notice from you that the Cardholder is no longer authorized to use the Card, Convenience Checks or the Card Account. Upon your request,we may also provide Convenience Checks with respect to your Card Accounts. At your request,we may also establish a Cardless Account. If you so request, we will provide to the Cardholder, at the address you or the Cardholder specifies, a Billing Statement reflecting the Cardholder's use of the relevant Card Account. We may deny authorization of any Transaction if we suspect fraudulent activity or Unauthorized Use or for any other reason. Notwithstanding anything to the contrary in the"Limitations of Liability"section of this Agreement, we will not be liable for any failure to authorize a Transaction. 2.2 Qualifications.We are responsible only for performing the Services expressly provided for in this Agreement. We may contract with an outside vendor in performing the Services,however we will remain responsible for their performance of any services under this Agreement. 2.3 Compliance with law. We will provide the Services in a manner which is materially compliant with all laws to which we may be subject (including all AMUSanctions Laws and Data Protection Laws).We represent and warrant to you on and as of each day on which we provide a Service to you that our performance of our obligations does not materially violate any law applicable to us or facilitate illegal Transactions in the United States. 2.4 OFAC. We will implement reasonable systemic protocols to decline attempted Transactions that would violate Sanctions, or that would result in a violation by any person (including any person participating in the Transaction, whether as advisor, investor or otherwise) of Sanctions. We will monitor activity on your Card Accounts for activity that may be expected to lend,contribute,or otherwise fund any activities of a business or person in countries subject to Sanctions and may review such activity with you as may be necessary. 2.5 External Fraud. We will assume the financial liability for Fraud, including Unauthorized Use,subject to Sections 9.2 and 11.3 if you or a Cardholder has not authorized or participated in the specific Transaction and you give us notice as soon as practicable,but not later than 60 days after you receive the Billing Statement on which the Transaction occurs or the Business Day after discovery of the Fraud,whichever is earlier. 2.6 Internal Fraud. We are not responsible for internal fraud or collusion, including Employee Misuse. However,we offer misuse insurance which may to help you with recovery from card networks. 00-35-6182NSBW 02-28-2020 AK Page 3 of 16 Bank of America — Confidential ©2020 Bank of America Corporation