CARI REWARDS CARDHOLDER AGREEMENT

This Cari Rewards Cardholder Agreement (this "Cardholder Agreement") is entered into by and between the company signing this Cardholder Agreement below ("Borrower," "you," "your") and Transportation Alliance Bank, Inc, doing business as TAB Bank (together with its successors and assigns, "TAB Bank," "TAB," "we," "us," "our"). The Cardholder Agreement, together with the Related Documents (collectively, the "Agreement"), governs the use of Borrower's business open-end credit account (the "Account") and each credit card or other credit access device, including the Account number issued in connection with and used to access the Account ("Card"). By signing this Cardholder Agreement, or accepting, signing, or using the Account or Card, Borrower agrees to be bound to all terms and conditions in the Agreement.

For the purposes of the Agreement, "Related Documents" includes Borrower's credit application, any Account disclosures, any notices sent to Borrower related to the Account, and any other terms or documents provided to Borrower to open or maintain the Account and/or Cards, including terms and conditions provided on behalf of third-party service providers.

01. DEFINITIONS

Billing Cycle: The 30-day period that ends on the Closing Date as determined by us and begins on the day after the Closing Date of the previous Billing Cycle.

Business Day: Any day other than a Saturday, Sunday, or federal holiday on which commercial banks in Utah are open for the transaction of substantially all of their business.

Cari: Cari Rewards Corp is the primary servicer provider of the Account and Card and the program administrator of the Rewards Program.

Closing Date: The last day of a Billing Cycle.

Credit Limit: The maximum amount of credit made available to Borrower on the Account for purchases from Vendors is subject to credit underwriting approval.

Effective Date: The date on which this Cardholder Agreement is executed by the Borrower, as indicated by the date next to the Borrower's signature.

Prime Rate: The highest U.S. prime rate published as the U.S. Prime Rate in the Money Rates section of the online Wall Street Journal (www.wsj.com) as of the last business day of the preceding billing cycle.

Statement Balance: The amount owed on the Account as of the Closing Date for the current Billing Cycle, including any past due amounts, any amounts in excess of the Credit Limit, accrued interest, fees, adjustments, credits, and credit adjustments owed under the Agreement.

Vendors: The merchants, suppliers, or service providers located in the United States that are approved by us.

Additional terms are defined throughout the Agreement.

02. ACCOUNT TERMS AND CONDITIONS

Cari Credit Card Account. We provide the Account to Borrower for the purpose of purchasing goods or services procured from Vendors for business or commercial purposes using one or more Card. Subject to the terms and conditions of the Agreement, we agree to issue Cards to Borrower's designated authorized users ("Cardholders") to make purchases from Vendors using the Account. For purposes of the Agreement, "Cardholder" includes any person with actual, implied, or apparent authority to use a Card.
Account Administration; Cari Platform. Upon signing the Agreement, Borrower must designate at least one individual with authority to request the issuance of Cards, add or remove Cardholders, manage Credit Limits, and otherwise administer the Account on behalf of Borrower (the "Administrator"). Borrower must notify us promptly in writing of any changes to its Administrator. At our discretion, Borrower's Account will be made accessible to the Administrator through the Cari Rewards Portal ("Platform"), where the Administrator may request Cards, close Cards, make payments, or make changes to the Account. Additionally, in our sole and absolute discretion, the Administrator may set individual Card or location-based spending controls via the Platform. Borrower's rights and obligations relating to the Cari Rewards Platform can be found in the Cari Platform Terms of Use
Rewards Program. The Cari Credit Card Rewards Program ("Rewards Program") allows Cardholders to earn discounts from Vendors based on the volume of qualifying purchases, redeemable for future purchases from the same Vendor ("Rewards"), as determined by the Vendor in its sole and absolute discretion. Rewards are not transferable, have no cash value, and may only be redeemed against future purchases with the same Vendor. Rewards accrual and redemption are subject to each Vendor's ongoing participation and funding. The Rewards Program is facilitated by Cari. TAB Bank shall have no obligations or liabilities associated with the Rewards Program. Borrower understands and acknowledges that participation in and the availability of the Rewards Program are controlled by the Vendors, not by Cari or TAB Bank.
To be eligible for Rewards, the Account must be in good standing and the Statement Balance must be paid in full by the payment due date for the applicable Billing Cycle. Unless otherwise provided by applicable law, we expressly reserve the right to change, modify, or terminate the Rewards Program at any time and for any reason without notice to Borrower. If the Account is in Default or the Agreement is terminated, all unused Rewards may be forfeited.
Use of Third-Party Service Providers. We have designated Cari as the primary service provider responsible for facilitating and supporting the Account and Cards. In this capacity, Cari will, on our behalf, perform many of our obligations and exercise many of our rights under the Agreement. Separately, Cari is also the administrator of the Rewards Program. Borrower acknowledges and agrees that Cari may use third- party service providers to perform its responsibilities. Such third-party service providers may perform services including, but not limited to, card production and distribution, payment processing, account administration, customer service, data management, and rewards fulfillment. Cari may change or replace any third-party service providers at any time without notice to Borrower. Borrower's rights and obligations under the Agreement are not affected by the involvement of Cari or any other third-party service provider, and we remain responsible for the performance of our obligations under the Agreement. Borrower agrees, on behalf of itself and each Cardholder, that any authorization provided to us, and any limitation of liability applicable to us, under this Agreement or otherwise shall apply equally to Cari and our and Cari's respective agents and representatives, including third party service providers, to the extent they are performing our or Cari's obligations or exercising our or Cari's rights under this Agreement.
Cardholder Verification; Card Issuance. Cards may be issued to multiple Cardholders, as requested by the Administrator. We reserve the right to require additional information or verification of identity from Borrower or any Cardholder at any time to comply with applicable law or for fraud prevention, and may suspend or terminate the Account or Card privileges, or refuse to issue any requested Card if such information or verification is not provided. Cari further reserves the right to cancel, revoke, suspend, or refuse to issue any Card at any time without notice. A Card may, at Borrower's option, display Borrower's name, a brand name, an individual authorized user's name, or a combination thereof. If Borrower requests that a Card display a departmental name, we are not responsible if a Vendor refuses to accept such Card. Each physical Card must be signed immediately upon receipt. We will issue renewal and replacement Cards to each Cardholder until Borrower tells us to stop, or until we cancel, revoke, or suspend any Card, or until the Agreement is terminated.
Card Expiration and Termination. Unless terminated sooner, the privilege to use a Card will expire on the expiration date shown on such Card. Each Card is and remains our property. Upon termination of the Agreement or upon our request, Borrower must immediately destroy all physical Cards and permanently delete all Card information in its possession. A Card may not be used after it has expired, been revoked, or after we have received written notice from Borrower to cancel a Card or terminate a Cardholder's access and we have had a reasonable opportunity to act on such notice.
Card Use and Restrictions. Borrower understands and agrees that Borrower's Card may only be used to make purchases with Vendors for legitimate business or commercial purposes, and not for personal, family, or household use. Borrower acknowledges and agrees that the Account and Cards will not be used for any illegal transactions, any gambling transactions conducted through the Internet, or any foreign transactions. Borrower may not use the Card to obtain cash advances from an Automated Teller Machine ("ATM"), Point- of-Sale ("POS") device, or by any other means, and Borrower may not use the Account to transfer any balances from any other accounts. Any attempt to use the Card outside the Vendor network, to obtain cash at an ATM or POS device, or attempt to transfer balances, will be declined and may result in immediate suspension of the Card or Account.
Credit Limit. Borrower's Credit Limit is determined based on Borrower's business size, payment history, initial and annual financial statements, and other factors affecting Borrower's ability to repay, as determined in our sole and absolute discretion. We reserve the right to adjust the Credit Limit from time to time to account for such risks, in our sole and absolute discretion, with or without prior notice, and in accordance with applicable law. Borrower agrees not to exceed the established Credit Limit for the Account and acknowledges and agrees that we may refuse to authorize or accept any transaction on the Account that would cause Borrower to exceed the Credit Limit or may charge you an over-the-limit fee in accordance with the Agreement.
Honoring Borrower's Card. We may decline any transaction at any time and for any reason, including but not limited to: (a) the request would exceed Borrower's Credit Limit; (b) Borrower is in default under the Agreement; (c) we suspect fraudulent or unlawful activity, or (d) operational reasons. We may limit the number and amount of transactions approved on the Account in one day for security reasons, without any liability to us, and we are not responsible to Borrower or any third party for any losses associated with a declined Card transaction, regardless of the reason.
Account Statements. We will send Borrower an account statement at the end of each Billing Cycle for which the Account has a credit or debit balance, transaction activity, interest charges, or as otherwise required by law ("Account Statement"). The Account Statement will show the total outstanding balance for all purchases for all Cards on the Account, plus any accrued interest, fees, and other charges, along with payment requirements. Borrower agrees to promptly review the Account Statements to confirm that no unauthorized charges have been posted to the Account.
Promise to Pay. Borrower promises to pay us for all purchases, plus any accrued interest, fees, and other charges which arise from use of the Cards or Account by Borrower, any Cardholder, or any other person, even if such amounts are more than intended or the transaction may have been made in violation of the Agreement. Borrower agrees to make all payments in U.S. dollars by check or other negotiable instrument drawn on a financial institution located in the U.S., by money order, by electronic funds transfer or by another method that we expressly permit. When Borrower provides a check as payment, Borrower authorizes us either to use information from Borrower's check to make a one-time electronic fund transfer from Borrower's account or to process the payment as a check transaction. Borrower agrees not to give us any post-dated checks as payment for the Account. Any failure on the part of a Cardholder to sign a sales draft does not release Borrower from its obligation to repay the credit extended.
1. Payment Due Date. Borrower agrees that each month, it will pay not less than the Statement Balance on or before the scheduled payment due date, as shown on the Account Statement. The payment due date will be Five (5) calendar days after the Closing Date of each Billing Cycle. If the payment due date falls on a weekend or a holiday, Borrower's payment will be due on the next Business Day. Borrower may make payments on the Account more frequently during a Billing Cycle. Payments made during a Billing Cycle will not relieve Borrower of the obligation to pay the Statement Balance shown on the Account Statement, provided, however, that payments made during a Billing Cycle will be credited against the outstanding amount of the previous Statement Balance, and Borrower will not be required to pay more than the Statement Balance shown on the Account Statement. Please note that the Statement Balance shown on the Account Statement may not reflect payments made after the statement was generated; Borrower can always view the most recent balance through the Platform. If we accept late payments or partial payments, or checks, drafts, or money orders marked "paid in full," our acceptance is without prejudice to our rights under the Agreement, which are explicitly reserved.
2. Payment Application. We reserve the right to apply payments to the Account in any manner and at our sole discretion, in accordance with applicable law. Unless otherwise provided, payments to the Account will be applied in the following order, as applicable: (a) fees; (b) accrued interest; (c) that portion of the outstanding principal balance that is subject to accruing interest; (d) outstanding principal balance of the current Billing Cycle.
3. Posting of Payments. Payments received by electronic funds transfer before 5:00pm Eastern time on a Business Day will be credited to the Account on that date. Payments received after 5:00pm Eastern time will be credited as of the following Business Day. If payment is made through a method other than an electronic funds transfer, the payment may not be credited to the Account until up to five (5) calendar days after the date of payment receipt. While we try to reflect payments on the Account in your available credit amount promptly after the payment has been credited to the Account, it may take up to ten (10) calendar days after your payment has posted for it to reflect in your available credit.
4. Preauthorized ACH Debits. By signing the Agreement, Borrower voluntarily authorizes us to initiate recurring ACH debits on the payment due date for the Statement Balance from the business bank account Borrower provided to us in the credit application. If any payment is due on a weekend or holiday, we will initiate the payment on the next Business Day. If any payment Borrower makes is returned unpaid for any reason, Borrower authorizes us to resubmit returned payments as permitted by ACH rules and applicable law. This authority is to remain in full force and effect until Cari is paid in full and the Account is closed. If the automatic payment fails for any reason, Borrower remains obligated to make the payment by the payment due date using alternative payment methods as permitted herein.
5. Prepayment. You may prepay all or any portion of your Statement Balance at any time without penalty. However, in order to prevent the scheduled preauthorized draft of the full Statement Balance from being processed, any prepayment of the Statement Balance must be received and posted to your Account no less than three (3) Business Days prior to the payment due date. If a prepayment is not received and posted at least three (3) Business Days before the payment due date, the preauthorized draft will be processed for the full Statement Balance as originally scheduled. If your payments result in overpayment of your Account, the excess amount will be credited to your Account and may be refunded to you upon request or as otherwise required by applicable law.
Interest Charges and Fees. If Borrower does not pay the previous Statement Balance in full by the payment due date, we reserve the right to charge Borrower interest at a rate equal to the Prime Rate plus 18% per annum, or the highest interest rate permitted by applicable law, whichever is less, until all outstanding amounts are paid in full.
1. Annual Fee. We reserve the right to assess an annual fee of up to $499.00 for participation in the Rewards Program. The annual fee will be billed to your Account upon account opening and thereafter on or after the anniversary of your Account opening each year. The annual fee is non-refundable, except as otherwise required by applicable law, and will be charged regardless of whether you use your Account or Card. Failure to pay the annual fee may result in suspension or termination of your Account.
2. Returned Payment Fee. You agree to pay a returned payment fee not to exceed $30.00 or the maximum amount permitted by law, whichever is less, each time any payment applied to Borrower's Account is returned unpaid for any reason.
3. Late Fee. You agree to pay a late fee of $30.00, or the maximum amount permitted by applicable law, whichever is less, each time we do not receive payment of the Statement Balance within five (5) days of the payment due date shown on your statement.
4. Over-the-Limit Fee. You agree to pay an over-the-limit fee of $30.00 each time your Account balance exceeds your approved credit limit at any time during a billing cycle.
Security Interest; Right of Set-off. To the extent not prohibited by applicable law and notwithstanding anything to the contrary contained herein, to secure the payment and performance of Borrower's obligations set forth herein, Borrower grants us a continuing security interest in and pledges and assigns to us all of Borrower's right, title, and interest in all assets of Borrower ("Collateral"), including without limitation, the following property of Borrower, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located: (a) all monies, reserves, instruments, savings, checking and other accounts of Borrower that are now or in the future in our custody or control; (b) all deposit accounts and certificates of deposit and all interest or dividends thereon; (c) all inventory, equipment, goods, parts, computers, including data, hardware and software, computer equipment, machinery, fixtures, furniture, furnishings, tools, and all parts and accessories for or relating to any of the foregoing; (d) all accounts, payment intangibles, contract rights and other rights to the payment of money, and all goods whose sale, or other disposition by Borrower has given rise to accounts and have been returned to or repossessed or stopped in transit by the Borrower (e) any other collateral described in any security instrument securing the obligations of Borrower under the Agreement or any other obligation of Borrower; and (f) all proceeds and products of the assets described above as well as any replacements, accessions, substitutions, and additions to any of the above. Borrower hereby acknowledges and agrees that we shall have a contractual right of setoff and may offset and charge against any and all of Borrower's accounts, any liability, obligation, or indebtedness of Borrower to us, including, without limitation, the amount of any fees, returns, refunds, and other charges owed by Borrower to us. Borrower agrees that our rights and remedies described herein are in addition to all other rights that we may have under the Agreement or by law or equity. Each such security interest and right of setoff may be exercised without demand upon or notice to Borrower. No security interest or right of setoff shall be 5 deemed to have been waived by any act or conduct on our part or any failure to enforce such security interest or right of setoff or by any delay in doing so. Each security interest and right of setoff shall continue in full force and effect until such security interest or right of setoff is specifically waived or released in writing executed by us. If Borrower has other indebtedness with us, now or in the future, collateral securing such indebtedness will also secure Borrower's obligations under the Agreement, unless we agree otherwise in writing.
Limited Irrevocable Power of Attorney; Further Assurances. Borrower hereby irrevocably appoints Cari (and all persons designated by Cari) as Borrower's attorney-in-fact for the limited purpose of executing, filing, delivering, and recording any documents, financing statements, amendments, or other instruments, and taking any other actions we deem necessary or desirable, in its sole discretion, to grant, confirm, perfect, continue, or preserve any security or other interest granted to us in connection with the Account and the Agreement, and to enable Cari to realize its rights and remedies hereunder. This power of attorney is coupled with an interest and is irrevocable.
Without limiting the foregoing, Borrower expressly authorizes Cari, at any time and without further consent, to file photographic or other reproductions of the Agreement as financing statements or similar documents, and to file in any jurisdiction any financing statements, amendments, or other documents that (a) indicate the Collateral as all assets of Borrower or words of similar effect, (b) contain any information required by applicable law (including Article 9 of the Uniform Commercial Code), and (c) add and name Borrower as necessary. Borrower shall execute, deliver, and authenticate such further writings, financing statements, and other documents, and take all other actions reasonably requested by Cari to confirm, perfect, continue, or preserve our security interest in the Collateral, free and clear of all other liens except permitted liens, and to facilitate the collection or realization of such Collateral. Borrower shall reimburse Cari for all costs and expenses incurred in connection with the perfection, continuation, or enforcement of our security interests.
Representations and Warranties. Borrower represents and warrants to us, as of the Effective Date of the Agreement, and each time a purchase is made, that:
1. Borrower is duly organized, validly existing, is in good standing under the laws of the state of its organization, is duly qualified to do business in each jurisdiction in which it does business, and has full power and authority to carry on its businesses or affairs as presently conducted;
2. Borrower has full power, capacity, and authority to execute, deliver, and perform its obligations under the Agreement;
3. The Agreement has been duly authorized and constitutes the legal, valid, and binding obligation of Borrower;
4. The individual signer is duly authorized to execute the Agreement on behalf of Borrower and to bind Borrower to the terms and conditions set forth herein;
5. Borrower is not a consumer, and the Card or Account shall not be used for personal, family, or household purposes;
6. All information provided or that will be provided by Borrower under this Agreement is true, complete, and accurate and properly reflects the business, financial condition, and principal partners, owners, or officers, of Borrower;
7. Borrower is not engaged in, or affiliated with, any businesses, products, or methods of selling other than those disclosed by Borrower under this Agreement;
8. Entering into and performing all obligations under the Agreement are not inconsistent with any of Borrower's governing documents and do not and will not contravene any provision of or constitute a default under any contract or other instrument to which Borrower is a party or by which Borrower is bound; and
9. There is no action, suit, or proceeding pending or, to Borrower's knowledge, threatened which, if decided adversely, would impair Borrower's ability to carry on its business substantially as now conducted or which would adversely affect Borrower's financial condition or operations.
Billing Errors and Disputes. In case of errors or discrepancies between the Account Statement and Borrower's records, or questions about Borrower's transactions, Borrower may contact Cari during normal business hours at Toll Free 866-729-1320 or Local 332-290-3311 or submit a written notice of the error or discrepancy ("Notice of Error") to Cari at the address provided below within a reasonable time not to exceed thirty (30) days after Borrower receives the Account Statement on which the error or discrepancy first appeared. The Notice of Error must include the following information: (a) Borrower's name, (b) Account and applicable Card numbers, (c) date and dollar amount of the suspected error or discrepancy; and (d) a description of the suspected error or discrepancy and explain whether more information is needed.
Cari Rewards, Corp.
PO Box 1781
New York, New York 10156
Email Address: support@usecari.com
If Borrower notifies Cari verbally, Cari may require a written confirmation within ten (10) Business Days following the date of verbal notification. If Borrower fails to notify Cari of any error or discrepancy within thirty (30) days after the receipt of the applicable Account Statement, Borrower understands and agrees that it shall be precluded from asserting any claim against Cari arising from the error or discrepancy.
Borrower Liability; Lost, Stolen, or Unauthorized Use of Cards. Borrower is responsible for transactions made by Cardholders, employees, or any person permitted to use a Card, including all charges made by anyone that Borrower allows to use a Card, whether by Cardholders or any other person with actual, implied, or apparent authority, regardless of whether such use is in violation of Borrower's internal policies or instructions. We shall have no obligation to inquire as to the authority of any Cardholder or other user.
Borrower agrees to safeguard all Cards and Card information, notify us immediately if any Card is lost, stolen, or subject to unauthorized use, by calling us at Toll Free 866-729-1320 or Local 332-280-3311 or writing to us at support@carirewards.com, and fully cooperate with us and law enforcement in the investigation of any unauthorized use. Until Borrower provides us with notification as provided herein, Borrower is liable for all Card transactions on the Account. For purposes of the Agreement, "unauthorized use" means use of a Card by a person other than a Cardholder who does not have actual, implied, or apparent authority for such use. Purchases made by Cardholders or by any person who holds a valid Card and acts with actual, implied, or apparent authority are deemed authorized. If a Cardholder retains possession of a Card after their authority is revoked, use of that Card is not considered unauthorized, nor is the Card considered lost or stolen.
If fewer than 10 Cards are issued under the Agreement, Borrower's liability for unauthorized use of a Card that occurs prior to such notification will not exceed $50, and Borrower will not be liable for any unauthorized use that occurs after we have received such notice. If 10 or more Cards are issued under the Agreement, Borrower is strictly liable for all unauthorized use that occurs before we receive notice.
Call Monitoring & Recording. In the regular course of our business, we and Cari may monitor and record telephone conversations made or received by our and Cari's employees, agents, representatives or designees. Borrower acknowledges, agrees, and consents on behalf of itself, any Administrator, and any Cardholder, that we and Cari may monitor, record, and retain recordings of telephone conversations, other communications, and activity related to the Account for the purpose of quality assurance, training, to the extent not prohibited by applicable law, at any time without further notice to the parties to such conversations. The decision to record any conversation shall be solely in our and Cari's discretion, and we and Cari shall have no liability for failing to do so. Borrower represents that its Administrator and Cardholders have agreed to monitoring and recording of phone calls received or placed to us, Cari, or any of our and Cari's respective agents and representatives.
Consent for Communication; Electronic Communications. Borrower shall designate and promptly update individuals whom we and Cari may contact regarding the Account and Cards, including the Administrator or other authorized representatives ("Designated Contacts"). Borrower authorizes us and Cari to share Account or Card information with any Designated Contact and represents that each such individual has consented to the disclosure of their contact information to us and Cari. We and Cari may contact Borrower or any Designated Contact for any lawful purpose, including collections or offers of products and services, and such contact will not be deemed unsolicited. To the maximum extent permitted by law, we and Cari may: (a) contact Borrower at any address, email, or telephone number (including wireless, VoIP, or ported numbers) provided to Cari; (b) use any communication method, including mail, email, telephone, or other technology; (c) use automatic dialing or announcing devices with recorded messages; and (d) send text messages to any telephone number provided.
By providing an email address or other electronic contact, Borrower consents to receive all disclosures, notices, and Account Statements electronically, unless paper delivery is required by law or requested by Borrower.
Notices. We will send any notices to Borrower by mailing such notices to the email or mailing address shown on the application for the Account or to the most recent email or mailing address we have on file for Borrower. Borrower agrees to promptly notify us in writing of any changes to Borrower's address or any other contact information. All notices sent to Borrower shall be considered effective upon mailing if sent to the most recent mailing address on file for Borrower in our current system of records or to an e-mail address which Borrower has authorized to receive such notices and/or disclosures. Provided that we have complied with this provision, Borrower agrees to waive any claim or defense that Borrower failed to receive any such notice relating to the Account and is presumed to have received such notice.
Limitation of Liability; Indemnification. TAB Bank and Cari, are not liable for any loss, damage, or inconvenience arising from (a) any Vendor or merchant refusing to accept a Card; (b) any transaction being declined, delayed, or not processed as described in Section 8; (c) Account or system unavailability; (d) disputes between Borrower and any Vendor, including the quality, safety, legality, or delivery of goods or services; (e) actions taken by us or Cari under the Agreement; (f) the fact that Borrower was referred to us, Cari, or the Rewards Program by any third party, including but not limited to accounting firms, consultants, or other entities, regardless of whether such third party has any ownership or financial interest in us, Cari, or any related entity; or (g) any representations, statements, or actions made by any such third party, including any statements regarding the Rewards Program, Account, or Card, or any conflicts of interest arising from any relationship or ownership interest between us, Cari, and the referring party.
Borrower remains obligated to pay all charges on the Account regardless of such circumstances. Neither TAB Bank nor Cari is responsible for any illegal transactions or for resolving Vendor disputes and may adjust the Account as necessary to correct errors or process reversals. Borrower is responsible for all charges made by anyone to whom Borrower provides Card access. Borrower agrees to indemnify and hold harmless TAB Bank, Cari, and their affiliates, and their respective principals, directors, managers, officers, employees, contractors, advisors, consultants and other representatives, from and against any and all claims, losses, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from Borrower's or any Cardholder's use of the Account or Card, violation of the Agreement, breach of applicable law, or arising from any referral, recommendation, introduction, or statement made by any third party as described above. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY WILL HAVE ANY LIABILITY TO THE OTHER PARTY FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND BUSINESS INTERRUPTION DAMAGES, ARISING UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. NEVERTHELESS, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THIS PROVISION WILL NOT BE APPLICABLE TO LIMIT THE LIABILITY OF A PARTY TOWARDS THE OTHER PARTY ARISING OUT OF INDEMNIFICATION FOR THIRD-PARTY CLAIMS.
Reporting Obligations; Information Requests.Borrower will immediately report to us any changes to its Administrator, Cardholders, Designated Contacts, or other authorized representatives, electronic mail address, mailing or billing address, designated phone numbers associated with Borrower, or other information provided in Borrower's credit application or otherwise provided to us from time to time. Borrower must provide prompt written notice to us of any material change in ownership, control, or management of Borrower. Upon our written request, Borrower agrees to share with us financial statements and business information as well as information regarding Borrower's owner, principal, employee or independent contractors in connection with underwriting or servicing Borrower's Account. Borrower will promptly notify us in writing of any material changes to Borrower's financial condition, and failure to provide any requested information may result in Account suspension or termination. If there is a change in Borrower's financial condition, or we reasonably believe that Borrower is unable to meet its obligations under the Agreement, we reserve the right, in our sole and absolute discretion, to require additional security, including a personal guaranty, corporate guaranty, or establishment of a reserve account.
Use of Credit Information; Credit Reporting.Borrower authorizes Cari to request and obtain financial or other information about Borrower from any third-party source from time to time in connection with the Agreement or the Account, including, but not limited to, any credit information or credit report from a credit reporting agency. Borrower authorizes us to release information concerning Borrower's performance under the Agreement to third parties, including credit reporting agencies, merchants, and our affiliates.
Event of Default. Unless prohibited by applicable law, the following constitutes an "Event of Default" under the Agreement: (a) Borrower fails to remit payment of the full Statement Balance within ten (10) days of the payment due date; (b) The total outstanding balance due on all Cards issued to Borrower exceeds any established Credit Limit on the Account; (c) Borrower or a Cardholder violates any term of the Agreement or Borrower is in default under any other agreement between TAB Bank and Borrower or Cari and Borrower; (d) Borrower, its authorized representative, or a Cardholder gives Cari misleading, false, incomplete, or incorrect information or a false or fraudulent signature; (e) Borrower becomes the subject of any bankruptcy, insolvency or other similar proceeding; or (f) Borrower dissolves or ceases to exist.
Default Remedies. In an Event of Default, TAB Bank may, in addition to any other rights or remedies available under the Agreement, at law or in equity, (a) terminate the Agreement, (b) suspend Card use, (c) declare the full amount owed under the Agreement to be immediately due and payable, (d) bring an action to collect all amounts owed, and/or (e) enforce its security interest rights in accordance with the Agreement. To the greatest extent permitted by law, Borrower waives all notices and demands for payment and agrees to pay our reasonable attorneys' fees and any collection costs and court fees related to the collection of sums due and owing under the Agreement and for any liability, loss, judgment, or demand which we or Cari may be subjected to or which we or Cari may incur in connection with any claim arising from Borrower's use of a Card. In addition, upon default, Borrower forfeits any Rewards earned but not yet used.
Term and Termination. The Agreement shall remain in full force and effect until terminated by either party in accordance with the Agreement. We expressly reserve the right, in our sole and absolute discretion, to suspend or terminate the Account or any Card with or without notice, at any time and for any reason, including but not limited to (a) non-payment or delinquency, (b) actual or suspected fraud or abuse, (c) any breach of the Agreement, (d) material adverse changes in Borrower's financial condition, and (e) dormancy or inactivity of the Account. Borrower may terminate the Agreement at any time by providing written notice to us. Upon termination, all Cards and the Account are deemed canceled, and Borrower must surrender or destroy all Cards issued under the Agreement as provided under Section 5 and settle all outstanding balances. Termination does not relieve Borrower of its obligation to pay any balance owed.
Governing Law; Venue. The Agreement, and any claim, dispute or controversy (whether in contract, tort, or otherwise) at any time arising from or relating to the Agreement, shall be governed by federal law and the laws of the State of Utah, as applicable, without reference to conflicts of law principles that would apply the substantive law of another jurisdiction. All actions or proceedings arising in connection with the Agreement shall be tried and litigated only in the state, federal and local courts situated in the State of Utah and having jurisdiction in and over Salt Lake City, Utah.
JURY TRIAL AND CLASS ACTION WAIVER. BORROWER AND WE HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY OF ANY DISPUTE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE AGREEMENT OR THE ACCOUNT. NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY HAS RECEIVED THE OPPORTUNITY TO SEEK THE ADVICE OF COUNSEL WITH RESPECT TO THIS WAIVER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND WE HEREBY AGREE THAT ANY LITIGATION ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE AGREEMENT OR THE ACCOUNT WILL PROCEED ON AN INDIVIDUAL BASIS AND WILL NOT PROCEED AS PART OF A CLASS ACTION AND THAT BORROWER AND WE HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE ANY RIGHT TO PROCEED IN A CLASS ACTION OR TO SERVE AS CLASS REPRESENTATIVE.
Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement, including any question regarding its existence, validity, interpretation, breach, or termination, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by video conference, unless the parties agree otherwise. The arbitrator shall have the authority to award any remedy or relief available under applicable law and shall issue a written, reasoned decision. The arbitration and all related proceedings shall be confidential, except as required by law or to enforce an arbitration award. The prevailing party in any arbitration shall be entitled to recover its reasonable attorneys' fees and costs. Nothing in this provision shall prevent either party from seeking interim or emergency relief from a court of competent jurisdiction. The parties waive any right to bring or participate in any class, collective, or representative action in connection with any dispute, and the arbitrator shall not have authority to conduct any such proceeding. This arbitration provision shall survive the termination or expiration of this Agreement.
Miscellaneous
1. Changes to Terms. Except as otherwise provided in this Section, we reserve the right to amend, modify, supplement, replace, or restate the terms and conditions of the Agreement ("Amendment") at any time by giving reasonable advance notice to Borrower of such Amendment in writing or electronically or by printing a message on, or enclosing a message with, Borrower's Account Statement. If Borrower does not wish to be bound by any such Amendment, Borrower must follow the steps to reject the change outlined in the notice, discontinue using the Account before the Amendment becomes effective, and take any other further steps required to terminate the Agreement. If Borrower continues to use the Account after an Amendment becomes effective, Borrower will be bound by the Amendment. Notwithstanding anything to the contrary in this Section, if required by the Agreement or by applicable law, we will give notice for the applicable required number of days in advance of each such Amendment. However, we do not need to provide Borrower with any prior notice when an immediate Amendment in the terms or conditions of the Agreement is necessary to (a) maintain or restore the security of our systems or an account; (b) protect us from potential losses; or (c) comply with applicable law; provided, however, we will give Borrower notice of such Amendments within a reasonable time following the Amendment. No Amendments requested by Borrower shall be effective unless received, and agreed to in writing, by us.
2. Assignments and Transfers. We may assign or transfer all or part of Borrower's Account balance, along with our rights under the Agreement, to another person or entity in whole or in part, at any time without notice to Borrower. Such person or entity shall then be entitled to enforce our rights under the Agreement. Borrower may not transfer or assign Borrower's rights or obligations under the Agreement without our prior written consent.
3. No Waiver of Rights. Each right granted to us by the Agreement or by law shall be cumulative and not exclusive, and we may exercise each such right as necessary. Failure or delay to enforce any provision of the Agreement shall not be deemed a waiver of such provision, and Cari is not estopped from enforcing any such provision at a later time. Acceptance of any payments will not waive or affect any prior demand or acceleration of liabilities. No provision or condition of the Agreement can be waived except with our written consent.
4. Force Majeure. We are not liable for any failure or delay in performance under the Agreement due to circumstances beyond our reasonable control, including acts of God, natural disasters, acts of war or terrorism, labor disputes, or interruptions of utility service.
5. Compliance with Law. Borrower agrees to comply with all applicable federal, state, and local laws, rules, and regulations in connection with the use of the Account and Cards.
6. Privacy Policy. We may collect, retain, and use information about Borrower and Cardholders in accordance with our Privacy Policy, which is incorporated by reference and may be found at https://www.tabbank.com/privacy-policy/. Borrower agrees to provide notice of such policy to all Cardholders.
7. Survival. The provisions of the Agreement relating to payment obligations, indemnification, limitation of liability, governing law, dispute resolution, and any other provisions which by their nature should survive, shall survive the termination of the Agreement.
8. Severability. If any provision of the Agreement is determined to be invalid, illegal, or unenforceable under applicable law, such provision will be enforced to the maximum extent permissible, and the remaining provisions of the Agreement will remain in full force and effect. The invalidity, illegality, or unenforceability of any single provision shall not affect the validity or enforceability of any other provision, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been included. Where possible, any invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the intent of the original provision.
9. Entire Agreement. The Agreement contains the parties' entire agreement with respect to the subject matter hereof and supersedes all prior discussions, agreements, promises, representations and statements, if any, between the parties or their representatives.