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

BANK OFAMERICA * 11. LOST OR STOLEN CARDS;UNAUTHORIZED USE 11.1 Unauthorized Use. We may refrain from authorizing any Transaction if: i. we suspect that the Transaction is or might be fraudulent or unlawful or for the purpose of any fraudulent or unlawful activity; ii. we suspect that the Transaction constitutes or might constitute Unauthorized Use; or iii. to authorize that Transaction would cause us to breach any law(including any AML/Sanctions Laws by which we must abide). 11.2 Failure to authorize. Subject to applicable law, we will not be liable to you if we or any other party fails to authorize or declines any Transaction for any reason. If a Transaction is not authorized or declined, you may seek, and we will provide, reasonable assistance in investigating and resolving the declined or unauthorized Transaction. 11.3 Reporting a loss,theft or Unauthorized Use;assisting with investigations. If you become aware of any Notifiable Event, including actual or suspected loss or theft of a Card, Convenience Check or Card Account or any actual or suspected Fraud, including Unauthorized Use, you must notify us. You must ensure that, if any Cardholder or user of a Card Account becomes aware of any Notifiable Event, that person notifies us. Any notice to be given by you, a Cardholder or a user of a Card Account must be given to us as soon as practicable but in any event no later than the Business Day after discovering the Notifiable Event, provided that if a Notifiable Event is discovered on a Billing Statement, Section 9.2 will apply. The notice must contain as much information relating to the Notifiable Event as the person giving the notice is able to provide. Upon a Notifiable Event occurring, you must provide us, and you must ensure that each relevant Cardholder or a user of a Card Account provides us,with such information and assistance as we may request to:(i)investigate that Unauthorized Use;and(ii)(to the extent applicable or required by any relevant Data Protection Laws)communicate the fact of that Unauthorized Use to the relevant Cardholder. If we receive notice and assistance in accordance with this Section 11.3, including obtaining any witness statement or similar written, signed statement which we may require from any relevant Cardholders or other users of a Service,then you will not be liable for Transactions resulting from the Notifiable Event. If we do not receive notice or assistance in accordance with this Section 11.3, we may not refund any amounts relating to that Unauthorized Use. 12. LICENSE TO USE YOUR MARKS Upon your written request,we may place your trademark,tradename,service mark and/or designs("Company's Marks")on Cards and collateral materials. You will provide the graphics to us in sufficient time to allow for review and approval by us and, if necessary, the respective card association. You grant us a non-exclusive license to use, during the term of theAgreement, Company's Marks on the Cards and on other materials related to the Card Accounts. If,as you request,we place or amend your Company Marks on the cards or collateral materials, you must pay us in advance any agreed fees,and you agree that the indemnity under Section 23(Protection from Third Parties)of this Agreement covers any claim that the use of any Company Marks infringes the intellectual property right of any third party. 13. EXTENSION OF CORPORATE CARD SERVICE TO AFFILIATES Upon your request and submission of a Participant Account form,we may approve one or more affiliates of which you are majority owner for participation in a Service. Each participating affiliate will have the same rights and obligations as you except that no separate charge limit will be assigned. Your charge limit will apply to Transactions on all Card Accounts, including those of your participating affiliates. You may terminate an affiliate's participation by giving us written notice and a reasonable time to act on such notice. If an approved Participant is,or will no longer be, majority-owned by you, you agree to notify us immediately, and we may immediately terminate the Card Accounts of such Participant. 14. TERMINATION 14.1 Termination upon notice. We may terminate the Agreement or a Service, or withdraw or suspend any Card or Card Account, upon 60 calendar days'written notice to you, or such longer period as prescribed by applicable law. You may terminate the Agreement or a Service upon 30 calendar days'written notice to us. 14.2 Termination upon specific events. Notwithstanding Section 14.1,we may to the extent permitted by law terminate the Agreement or a Service in respect of you and/or any Participant,or withdraw or suspend any Card or Card Account,with immediate effect(in which case we may send you notice of the termination,withdrawal or suspension)if any of the following occurs with respect to you,a Participant or a Guarantor: • You fail to pay any amount pursuant to the Agreement as and when due(whether upon demand,at maturity or by acceleration); • You breach any other term or condition of the Agreement or any other agreement with us or any of our affiliates or subsidiaries, including any representation,warranty or failure to deliver information; • You enter or are placed into liquidation, insolvency,administration, receivership,administrative receivership, bankruptcy, reorganization,judicial management or any other similar procedure(other than in the context of a solvent re-structuring),or any step is taken to do so, or you cease to carry on all or a substantial part of your business or dispose of all or a substantial part of your assets; • You fail generally to pay your debts as they become due; 00-35-6182NSBW 02-28-2020 AK Page 7 of 16 Bank of America - Confidential ®2020 Bank of America Corporation