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<br /> BANK OF AMERICA47'
<br /> • You initiate or enter into any composition or arrangement with your creditors;
<br /> • You experience a material adverse change in your financial condition or your ability to perform your obligations under the
<br /> Agreement;
<br /> • You fail to pay or perform any other obligation, liability or indebtedness to any other party;
<br /> • There is an entry of a judgment against you which we deem to be of a material nature;
<br /> • You experience seizure or forfeiture of,or the issuance of any writ of possession,garnishment or attachment, or any turnover order
<br /> for any property or assets;
<br /> • You fail to comply with any material law or regulation, including any AMUSanctions Laws.
<br /> 14.3 Consequences of termination. Upon any termination of a Service or the Agreement as a whole for any reason set forth in section 14.2:
<br /> (i)the entire balance outstanding on all Card Accounts with respect to that Service or the Agreement as a whole(as applicable)shall, at our
<br /> option,become immediately due and payable;otherwise your payment will be due in accordance with the agreed upon payment cycle including
<br /> any grace period; and (ii)you will immediately destroy, and will instruct all Cardholders to immediately destroy, all Cards and Convenience
<br /> Checks. Notwithstanding any termination,you will continue to be responsible for paying all Transactions on all of your Card Accounts. After
<br /> termination, neither you nor any Cardholder may make any further Transactions on any Card Account. If, however, such Transactions are
<br /> made,you will be liable for them.
<br /> 14.4 Return/deletion of Materials and Software. If a Service you are using and/or the Agreement is terminated for any reason,you will do
<br /> the following:
<br /> • Stop using any Materials relating to that Service immediately;
<br /> • If applicable,erase or delete any Software we have provided relating to the terminated Service to the extent it is stored in your
<br /> systems;and
<br /> • At our option,either return to us or destroy all Materials relating to that Service and certify to us that you have done so.
<br /> These obligations will continue after a Service you are using has been terminated.
<br /> 15. APPLICATIONS LICENSE
<br /> 15.1 Application of this section. The terms of this Section govern the provision and use of the Applications. Your,and your Cardholders',
<br /> use of the Applications and any related services means you have read,acknowledge and agree to the terms and the conditions of this Section.
<br /> You will ensure that your Cardholders comply with these provisions. We are entitled to grant you licenses (including to your affiliates and
<br /> Subsidiaries)to access and use the Applications.
<br /> 15.2 License.The license granted under this Section is a non-transferable, nonexclusive,worldwide,revocable,limited license to access and
<br /> use the Applications and any related services in accordance with the terms of this Section, in a manner intended for authorized use,and to the
<br /> extent authorized by us(the"License"). Software provided by us or a third party may be subject to separate license terms, including"click-
<br /> wrap"terms that you will be required to agree to in order to utilize such services. The License shall terminate upon the occurrence of any one
<br /> of the following events: (i) the Agreement is terminated for any reason; or (ii) this License is terminated pursuant to Section 15.11 below.
<br /> Additionally, unless such use is promptly stopped after we have notified you of it,we reserve the right to revoke the License granted hereunder
<br /> if you or your Cardholders use the Applications and any related services in an illegal or unauthorized manner, including in contravention of
<br /> these terms. We reserve the right to suspend your and your Cardholders'access to,and use of,the Applications upon prior written notice of
<br /> a violation of any of these terms. In addition,we may suspend your access to,and/or use of,the Applications immediately without notice where
<br /> such action may be required to prevent interference with or disruption to services to our other customers,to protect the integrity of our systems,
<br /> or as may be required by law or regulation.
<br /> 15.3 Disclaimers. THE APPLICATIONS, RELATED SERVICES, AND INFORMATION PROVIDED PURSUANT TO THE APPLICATIONS
<br /> ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE AND OUR THIRD PARTY PROVIDERS HEREBY EXPRESSLY DISCLAIM ALL
<br /> EXPRESS AND IMPLIED WARRANTIES.
<br /> 15.4 Modifications.We may modify,withdraw or suspend the Applications or any part of it without notice at any time.
<br /> 15.5 Protection of Software. The Software and all copyright,patent,trademark,trade secret and other rights in them are and will remain the
<br /> exclusive property of us or our licensors. All such intellectual property in the Software and the related services is protected by applicable
<br /> copyright, patent,trademark or other intellectual property law.The entire content of the Software is subject to our and our third party providers'
<br /> intellectual property rights, including copyright with all rights reserved. You acknowledge that the License does not convey or grant any
<br /> intellectual property or other proprietary right to you,except for the limited license granted hereunder. You will follow our instructions concerning
<br /> access to the Software through our third party vendor platforms. You will ensure that all Participants and Cardholders comply with instructions
<br /> provided by us and are responsible for any and all acts and omissions of Participants and Cardholders. You further agree not to engage,and
<br /> will ensure that your employees and agents do not engage,in unacceptable use of the Applications,including the following activities:(i)creating
<br /> a false identity or otherwise attempting to mislead any person as to your identity or the origin of any communication transmitted through the
<br /> Applications; (ii) using accounts, account numbers, or attempting to authorize transactions through accounts for which you do not have full
<br /> authority to conduct such activities; (iii)disseminating or transmitting any materials or messages that do not pertain to the intended use of the
<br /> Applications or that contain anything that is obscene, defamatory, harassing, offensive, or malicious; (iv)disseminating or transmitting files,
<br /> graphics, software,or other material that actually or potentially infringes the intellectual property right of any person or entity; or(v)interfering
<br /> with,disrupting,or attempting to gain unauthorized access to information or other accounts through the Applications hosted by us or our third
<br /> 00-35-6182NSBW 02-28-2020 AK Page 8 of 16
<br /> Bank of America — Confidential 0 2020 Bank of America Corporation
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