Commercial Card Services

Commercial Card Services THE SERVICE Commercial Card accounts can be utilized by Customer for business purchases, ranging from cell phone bills and office supplies, to advertising and catering, to travel and entertainment, and more. Commercial Card Connect online tool allows access to detailed statement information, reports, and online account management capabilities to effectively manage Customer expenditures. In this section the Master Account means a non-card account that contains all Customer information (e.g. credit limit) and the Related Account means all individual cardholder and or special purpose accounts that are established under the Master Account. REQUEST FOR CARDS Subject to Bank s approval upon Customer s written request or online request through Commercial Card Connect, Bank will establish card accounts which Authorized Cardholders may use to conduct business Transactions. Each card shall be valid for the term indicated thereon, unless the Bank has canceled such card. Each card issued at Customer s request will bear Customer s name, together with the name of the Authorized Cardholder, and will represent a Related Account of Customer. Each Related Account will be governed by this Agreement. DESIGNATION of AUTHORIZED USERS Customer represents and warrants to Bank that each Authorized Cardholder is a current employee or agent of the Customer. Only duly authorized employees, owners, officers, members, or partners may be designated as Authorized Cardholder. When Customer requests cards, it will list the name of the Authorized User and other information requested by Bank, such as address, credit limit, etc., for each card requested. Bank will mail the requested cards to each individual cardholder at Customer s business address, unless the Customer furnishes Bank, in writing, other instructions. Customer is responsible for instructing each individual cardholder to sign the card and to use it only for business purposes. Bank and any merchant or bank may rely upon any individual s possession of the card, signed by the Authorized Cardholder, as its sole evidence of the user s authorization, and shall have no duty to question the purpose or nature of the use by such individual. REQUEST FOR ATM/CASH ACCESS Customer may request in writing that Bank permit Cardholder(s) to obtain cash advances by either presenting the card to any institution that accepts the card for that purpose, or by using the card at any Automated Teller Machines ( ATMs ) that accepts the card. Customer shall require all Authorized Users to maintain in strict confidence the Personal Identification Numbers assigned to them for ATM access. Further, Bank does not warrant or represent that all institutions will accept the card for the purposes of obtaining cash advances, and Bank shall have no liability in connection therewith. Bank may cancel a Related Account s cash advance privileges without also canceling the Related Account. USE of CARDS and ACCOUNTS The Related Accounts may be used only for authorized business purposes. As business accounts, the Related Accounts are not subject to any statutes or regulations that apply to credit primarily for personal, family, or household purposes to the extent permitted by

applicable law. Bank may, from time to time, give Customer notices or take other actions required for consumer purpose accounts without making the Related Accounts subject to such laws or regulations. Customer is responsible for instructing all Authorized Cardholders, and for ensuring, that the Related Accounts and any cards issued thereunder are to be used only to pay for, or (if cash advance access is requested) to obtain cash advances to pay for, business expenses. Customer (and any guarantors) shall indemnify and hold harmless Bank from any and all liability, loss, or expense, including attorney s fees, arising from or out of any violation or alleged violation of the Truth-In-Lending Act or Regulation Z made or asserted against Bank based upon any use of the Related Accounts and any cards issued thereunder for an alleged consumer purpose. Customer promises to pay and to be responsible for paying Bank for all credit extended under the Related Accounts for any purpose or by any means whatsoever, as well as for all finance charges and other fees and charges that may be assessed against the Master Account and all Related Accounts. This responsibility includes credit extended for business and consumer purposes through the use of a card for purchases of merchandise and/or services, cash advances, automatic cash transfers, and all credit extended on the accounts by use of ATMs. LIMITING AUTHORIZATION For each program, Bank will give Customer one total charge limit for all card accounts. Bank may increase or decrease the total charge limit at its discretion. If Customer exceeds the total charge limit, Bank may reject any Transactions on all card accounts or the individual card account until a payment is made to reduce the balance below the total charge limit. Customer may ask Bank to restrict Transactions to merchants falling within certain categories. Bank will take reasonable steps to prevent authorization of Transactions from other types of merchants. Bank will not be liable to Customer if merchants accept a Card or Card Account for other types of Transactions, or if Transaction authorization is not given by Bank. Customer may grant or limit authorization for Authorized Cardholders using the applicable Operational Instructions or by calling Bank listed thereon. TERMINATING AUTHORIZATION Customer may terminate an Authorized Cardholder s authorization to use the card by sending a request in writing to Bank, submitting through Commercial Card Connect or, in the event of an emergency, by calling Bank s 24-hour toll free customer service line. To the extent permitted by applicable law, Customer shall be liable, prior to notification of termination of authorization, for all charges made on the Related Account by the individual to whom the card and/or cards were issued or who was authorized by Customer to use the card, and Bank and any merchant or bank may rely on the individual s continuing apparent authority to use the card. CREDIT LIMIT: SERVICE CHARGE FOR EXCEEDING LIMIT The overall credit limit established for the Master Account and the individual credit limit for each Related Account will include the total of the account charges which include, without limitation, charges for purchases, cash advances, credit extended by use of ATMs, and all other charges, fees and costs assessed to the account. Customer will be responsible for seeing that the balance of each Related Account does not exceed the credit limit for that account established for Customer by Bank, and that the total of all Related Account balances does not exceed the credit limit established for Customer s Master Account by Bank. Bank may, but need not, permit Transactions on the Related Account that would cause the total Master Account and/or Related Account balance to exceed the applicable credit limits. Furthermore,

Customer agrees to pay any such over limit charges immediately. If, on the closing date of any billing cycle for the Customer s Master Account, the New Balance disclosed on the billing statement exceeds the Credit Limit disclosed on the same billing statement, Bank will assess an over limit fee to the Master Account in the amount set forth on the Commercial Card Fee Schedule. If any credit limit established for the Master Account or any Related Account by Bank is exceeded, Bank may review, in its discretion, the account in question or all Customer s account, and, in Bank s sole discretion, take no action, increase the applicable credit limit, or revoke and cancel all privileges arising hereunder with respect to the account in question or all Customer s accounts. The credit limit Bank has established for the Master Account is specified on the Commercial Card Application. CURRENCY CONVERSION If Customer has a Transaction in a currency other than U.S. Dollars, then MasterCard International Incorporated will use its currency conversion procedure then in effect to convert such Transactions to U.S. Dollars. This currency conversion procedure involves use of a currency conversion rate that is either the government-mandated exchange rate or a wholesale market rate. The currency conversion rate used on the processing date may differ from the rate on the date of Customer Transaction. Bank may add an International Transaction Fee. The International Transaction Fee is set forth in the Fee Schedule currently in effect for Customer. DISPUTES WITH MERCHANTS and SUPPLIERS Bank will have no liability for goods or services purchased with, or for a merchant s or supplier s failure to honor purchases made with a Card Account or Card. Customer agrees to make a good faith effort to resolve any Transaction dispute with a merchant. In a dispute with a merchant, Bank will be subrogated to Customer s rights and each Cardholder s rights against the merchant. Neither Customer (nor any guarantor) shall assert against Bank any claims or defenses that Customer (or any guarantor) may have, or believe that it, he or she has, against any merchant. CARDLESS ACCOUNTS; ACCOUNTS NOT IN THE NAME of AN INDIVIDUAL Bank may, at Customer request, establish a Card Account for which no Card is issued or establish a Card Account with a designation which is not an actual individual, including, without limitation, department name or Authorized Representative on the Card Account. Customer agrees to be solely responsible for the use of any such Card Account, including, without limitation, any Unauthorized use. PAYMENT of CARD ACCOUNTS; SECURITY INTEREST Customer promises to pay and to be responsible for paying Bank for all credit extended under the Related Accounts for any purpose or by any means whatsoever, as well as for all finance charges and other fees and charges that may be assessed against the Master Account and all Related Accounts as set forth in Bank s Fee Schedule.. This responsibility includes credit extended for business and consumer purposes through the use of a card for purchases of merchandise and/or services, cash advances, automatic cash transfers, and all credit extended on the accounts by use of ATMs. Bank will provide to the Card Administrator, or other person designated by Customer, a billing statement which will identify each Transaction or fee posted during the billing cycle. Customer will pay to Bank the total amount shown as due on each billing statement on or before the due date shown on the statement. If Customer does not pay in full by the specified

due date, Bank may assess a late fee and finance charge as set forth in Bank s Fee Schedule. Customer agrees that in any event Bank will not be liable for the validity of any item on, or any error in, any billing statement unless the Bank is notified in writing of such error within sixty (60) days after the billing statement is mailed to the Customer. Customer shall also be responsible for payment of all expenses of collection incurred by Bank, including reasonable attorney fees incurred prior to litigation to collect any payment, and attorney s fees in any litigation and on appeal or review. Payment of late charges shall not cure any default, whether caused by late payment or otherwise. If Customer arranges for direct payment by Cardholders, such an arrangement will not change Customer responsibilities, including Customer obligations for payment. Customer grants to Bank a security interest and contractual right of setoff in and to all present and future funds on deposit with the Bank. Customer authorizes Bank to enter a Master Control Agreement with our affiliates authorizing, upon the occurrence and continuance of any default, the disposition of any such deposits to satisfy all liabilities incurred in connection with these Services. LOST OR STOLEN CARDS; UNAUTHORIZED USE In the event of the possible loss or theft of a Card or Card Account or possible unauthorized use, Customer will notify Bank immediately by the telephone number listed in the applicable Operational Instructions. Customer shall be liable for paying Bank all card spend that occurs before Bank is notified of the loss, theft, or possible unauthorized use. If Bank has issued less than ten (10) cards to Customer, Customer liability for Transactions by a person who does not have actual, implied or apparent authority to use the Card and whose use does not result in a direct or indirect benefit to Customer will not exceed $50 on each Card. Customer also agrees to give Bank and/or any law enforcement authority all reasonable assistance with any prosecution of unauthorized use, including without limitation, obtaining an affidavit or similar written, signed statement from the Cardholder. Customer will make every reasonable effort to recover the card from any person whose authority to use the card Customer intends to terminate, or has terminated, or from any unauthorized user. Customer will cooperate in all legal action against any such person, and in connection therewith, will promptly provide all available information, and will cause Customer s employees to testify. LICENSE TO USE CUSTOMER MARKS Upon Customer request, Bank may place Customer s Marks on the Cards and collateral materials. Customer will provide the graphics to Bank in sufficient time to allow for review and approval by Bank and, if necessary, the respective card association. Customer grants to Bank a non-excusive license use, during the time of Services, Customer s Marks on the Cards and on other materials related to the Card Accounts. ADDITIONAL TERMINATION PROVISIONS Bank may immediately terminate these Services if there occurs (i) a termination event set forth in this Agreement with respect to Customer or a guarantor of obligations under any Card Account (ii) a change in Customer ownership, if Customer is a privately-held entity, in excess of 50% or (iii) any of the following with respect to Customer, a participating affiliate, or a guarantor of obligations under any Card Account: The failure to pay or perform any obligations, liability or indebtedness to Bank whether under this Agreement

Merger or consolidation with or into another entity The determination by Bank that Bank is insecure for any reason The determination by Bank that any representation or warranty made to Bank is or was untrue or materially misleading The failure to timely deliver financial statements, tax returns, or other information, as Bank shall request The entry of a judgment which Bank deems to be of a material nature The seizure or forfeiture of, or the issuance of any writ of possession, garnishment or attachment, or any turnover for any property Customer (or any guarantor) fails to comply with any term of this Agreement Customer (or any guarantor) is in default under any other agreement between Bank and Customer (or any guarantor) Customer (or any guarantor) becomes insolvent, or bankruptcy or other insolvency proceedings are commenced by or against Customer (or any guarantor) Upon any termination of the Commercial Card Services (l) the entire balance outstanding on all Card Accounts becomes immediately due and payable and (ii) Customer will immediately destroy, and will instruct all Cardholders to immediately destroy, all Cards. After termination, Customer and all Cardholders will make no new Transactions on any Card Account.