american express commercial account program commercial

CORPORATE SERVICESEXPENSE MANAGEMENT SOLUTIONS

American Express Commercial Account ProgramCommercial Account Application

Complete, sign, and return this Application and the attached Commercial Account Agreement to yourAmerican Express Representative,

Requested AC[~OIII|t(s); C, OI’DOI’~.~ Card [] Co~)o|’ate Purchase Card ~ Corporate Meeti,,g Card

(Please complete the required sections below based on the account(s)selected)

Legal Company Name: HarborCtoud Inc

Doing Business As (DBA): Harborcloud

Address: 2700 Richards Road suite 204

City: BELLEVUE

Contact Name: E ryan Estoos

Primary Business Phone Number (Landline):

Industry: .

Tax Identification Number (TIN): 27444255

State of Incorporation: WA

State: WA Zip: 98004

425-518-5737

D&B #:

Card Control #:

Other Account # (specify type):

CPC Control ~:

Sen, ice Establishment #:

Billing (Select One):

[] Individual BilUIndividual Payment (Commercial Cardmember receives statement and directty pays American Express)

[] Individual Bill/Company Payment (Commercial Cardmember receives statement, Company pays American Express)

[] Company Bill/Company Payment (Company receives statement and directly pays American Express)

Embossing (Limited to 20 Characters): HARBORCLOUD [NC

Budgetary Lilnit Requested: $ 50,000.00

The nndcrsigned Company. through its authorized officer: [a) requ~ts that ~.hc Account(s) selected abova be opened in the Company’s name, and (b) agrees to be bound bythe terms .~nd condilions 0fthe Commercial Account Agreement applicable to the Account(s) selected by signing the attached Commercial Account Agreemont, subject |oapproval of this Application by Amertcan Express Ibis A~plication and the anachcd Commercial Account Agreement must be signed by a corporate officer, parlner, orother representatwc of the Company who has ~tucha.ge authority and is authorized to opon accounts in the name of the Company. Title must be i~dicated,Signature of Authorizing Officer: ~ r-~,~ ~%r’aa~

Name of Authorizing Officer (please pri.t): E ryan Estoos

Title: President

Date Received by American Express:Apt 30, 2DI4

FILED: NEW YORK COUNTY CLERK 05/24/2017 02:29 PM INDEX NO. 656078/2016

NYSCEF DOC. NO. 15 RECEIVED NYSCEF: 05/24/2017

CORPORATE SERVICESEXPENSE MANA[3EMEN1 S~qLUTIOik’S

CORPORATE SERVICES COMMERCIAL ACCOUNT AGREEMENT

This Corporate Services Commercial Account Agreement("Agreement") is between AMERICAN EXPRESSTRAVEL RELATED SERVICES COMPANY, INC.("Amex") and the business entity that signs the signaturepage of this Agreement ("~"). This Agreementgoverns Company’s use of the charge accounts and chargecards issued by Amex ("Amex Accomtts’) that Companyhas specifically requested on the American ExpressCommercial Account Application ("Application"), whichcoustitutes part of this Agreement. By signing thisAgreement, Company agrees to be bound by the generatprovisions set fo]lh in Pan A of this Agreement ("GeneralProvisions") and the specific terms set forth in Part B of thisAgreement that are applicable to the Amex Account(s)("Account Provisions"). The General Provisions shall applyto all Amex Account(s) and the Account Provisions shallapply Io the specific Amex Accounts to which they relate,provided that, if any General Provision is inconsistent withany Account Provision relating Io a specific Amex Account,then such Account Provision shall govern with respect tosuch Amex Accottnt.

PART A- GENERAL PROVISIONS

1. ACCOUNT ESTABLISHMENT AND OPERATION

Establishme,~t of AccountsEstablishment and issuance of Amex Accounts is subject toprior financial, risk management and compliance approvalsby Amex. Subject to the terms hereof, Amex agrees toestablish in Company’s name the following Amex Accountsselected by Company in writing:

,, Corporate Card Account¯ Airline Billing Account¯ Business Travel Account¯ Car Rental Business Travel Account¯ Airline Central Billing Aceouut¯ Car Rental Central Bi}ling Account¯ Fee Centra[ Billing Account¯ Corporate Purchasing Card Account¯ Corporate Meeting Card

Amex wilt issue the Amex Accounts selected by Company,as applicable, to Company and/or the employees, consultantsand contractors ("Empto.vees") of tlae Company who areapproved by Amex and are designated and authorized byCompany to incur legitimam business expenses on behalf ofCompany in accordance with the business expense policiesof Company (’CQmmercial Cardmembers’).Company acknowledges that it is acting as an agent of its

Employees with respect to any request for issuauce orrenewal of an Ame× Account.

Accounts for Subsidiaries and AffiliatesUpon the request of Company, Ame× will establish AmexAccounts for and in tl.~e name of Company’s subsidiaries audaffiliates (collectively, "Affiliates"); provided that suchAffiliates (a) are approved by Amex and (b) agree to bebound by this Agreement. Subject to the terms hereof,Amex agrees to issue such Amex Accounts to Employees ofCompany’s Affiliates who are .approved by Amex and aredesignated and authorized by such Affiliates to incurlegitimate business expenses on behalf of such Affiliates inaccordance with the business expense policies of suchAffiliates. In the event that Company requests that Amexestablish an Amex Account in the name of such Affiliate,Company hereby represents that it has the authority toexecute this Agreement on behalf of such Affiliate and tobind such Affiliate to the terms of" this Agreement,Company shall cause each such Affiliate to comply with thisAgreement and Company shall be liable to Amex for anybreach of this Agreement by any such Affiliate. Except asexpressly provided for herein, Company shall be liable forall Charges incurred on the Amex Accounts by any ofCompany’s Affiliates,

Credit Approval / Credit ManagementCompany agrees that Amex may request, and review, areport about Company’s finances and those of Company’sAffiliates fi’om Company and/or a credit reporting agency orother agency. Company agrees that Amex may (a) obtainfinancial reports and/or request financial statements, fromCompany or any of its Affiliates to ascertain thecreditworthiness of (i) Company, (ii) any Affiliate ofCompany and (iii) any Employees who have requested anAmex Account (by application or by designation byCompany or its Affiliates or otherwise) and/or (b) obtaincredit bureau and other repo~Xs with respect to any of thepersons referenced in subsections (i), (ii) and (iii) above,including the pertbrmance of periodic cred[tworthinesschecks through credil bureau and other reports. Companyagrees that Amcx may approve or decline the issuance,renewal, or replacement of an Amex Account to Company,Company’s Affiliates. their respective Employees and/or anyother person, and cancel, suspend or limit spending on a~yAmex Account at any time tbr any reason.

Amex will issue renewal or replacement Amex Accounts,subject to the terms above, until Company or theCmnmercial Cardmember(s) advises Amex to cancel theAmex Account(s) or stop renewal of the Amex Account(s).

Amex ~nay require Company to provide a guaranty of



CORPORATE SERVICESEXPENSE MANADEMENI SOLUTIONS

payment from a thh’d-party, pledge of collateral or othersimilar security.

2. CHARGES AND PAYMENT

Definition of Charges"Charges" shall mean alI amounts, charged to any AmexAccount pursuant to this Agreement, including, without]imitation, purchases, cash advances, cash equivalents; feesand delinquency assessments.

PaymentCompany shall not deduct or withhold, without Amex’sprior approval, any amount shown as due on any billingstatement. Acceptance of late payments, partial payments orany paymelxt marked as being payment in full or as bei.ng asettlement of a dispute will not affect any of Amex’s rightsto payment in full and in doing so Amex does not lose orconsent to vary any of its rights under this Agreement orapplicable law.

Company agrees that the payment terms set forth hereinsupersede any agreement wilh regard to payment termsestablished between Company and a seller of goods orservices or any payment terms that might be imputed toC¢mpany and a seller of goods under applicable law forgoods or services purchased using Amex Accounts.

All payments must be made in accordance with theinstructions on Company’s bil}ing statement, unlessCompany has been given other payment instructions byAmex in writing. If a payment address is specified onCompany’s billing statement, Company must send allpayments to that address in U.S. currency, with a single draftor check drawn on a U.S, bank and payable in U.S. dollars,or with a single negotiable instrument payable indollars and clearable through the U.S. banking system, orthrough an electronic payment method clearable through thcU.S. banking system. Cempat~y’s Amex Account numbermust be included on or wlth all payments.

Payments conforming to the above requirements that Amexreceives no later than the hour specified on Company’sbilling statement will be credited to Company’s AmexAccount as of the day received: payments conforming ~o theabove requirements that Amex receives after the hourspecified on Company’s billing statement will be credited toCompany’s Amex Aecotmt as of the following business day.

Ifa payment does not conform to the requirements statedabove, crediting may be delayed. In such event, additionalCharges may be imposed.

Charges Made In Foreign CurrencyIf Company ~ncurs a Charge in a foreign currency, it will beconverted into U.S. dollars on the date it is processed byAmex or its agents. Unless a particular rate is required byapplicable law, Company authorizes Amex to choose aconversion rate that is acceptable to Amex for that date. Thisconversion rate may differ from rates in effect on the date ofthe Charge. Currently, the conversion rate that Amex usesfor a Charge in a foreign currency is 2.5% higher than (a) thehighest official conversion rate published by a govenamentagency, or (b) the highest interbank conversion rateidentified by Amex from customary banking sources, on theconversion date or the prior business day, whichever isgreater. Charges converted by sefler(s) of goods andservices (such as airlines) will be billed at the rates suchsellers use.

3, LIABILITY3.1, General. Company’s liability on any Amex Account,including for Unauthorized Use, is described in this Section3. "Unauthorized Use" means a Charge that (i) did netbenefit either Company or the Commercial Cnrdmember and(ii) was incurred by someone who is not the CommercialCardmember or who did not have actual, implied or apparentauthority to use the Amex Account.

Company shall notify.Amex ira Commercial Cardmember’sauthority to incur Charges on Company’s behalf terminatesfor any reason. Company shall use commercially reasonableefforts lo collect and dispose of plastic commercial cardsissued to Commercial Cardmembers whose authority toincur expenses is terminated or whose Amex Account hasbeen canceled. Company shall notify Amex upon request ofa Commercial Cardmember’s last known address andtelephone number.

3.2. Liability Options. Subject to the availability of theliability ~pti~n~ described below for ~he particular Ame×Account implemented on behalf of Company, the followingliability options shall apply to Amex Accounts:

(a) ~ombined Liability: Subject to the terms of Section¯ 3.3 (Liability for Unauthorized Use), for Amex Accountsthat have been approved by Amex on the basis of"Combined Liability," Company and each CommercialCardmember shall be jointly and severally liable for allCharges incurred by the Commercial Cardmember (exceplfor cash advances which shall be Full Corporate Liability asset forth in Section 3.2(b) below); provided, however, thatCompany shall not be liable for Charges (i) incurred by theCommercial Cardmember that are personal in nature andwhich did not accrue a benefit to the Company for legitimatebusiness purposes or (ii) for \vhich Company has reimbursed.the Commercial Cardmember.

Rev. 08,2012REAL £UStNESS. REAL 80LUTtONS.=~=



CORPORATE SEXPENSE MANAGEMi~NI SOLUTIONS

(b) Full Corporate Liability: SubJect to tlm terms of -Section 3.3 (Liability for Unauthorized Use), for AmexAccounts that have bccn approved by Amex on the basis oF"Full Corporate I,iability," Company shall be fully liable toAmex for all Charges incurred on such Amex Accounts.

Date" for a billing statement means the cut-off date forincluding Charges and payments inclttded in such billingstatement; and (b) "Next Closing Date" with respect to anybilling statement means the Closing Date of the billingslatement that immediately follows such billing statement.

3.3. Liability for "Unauthorized Use". Notwithstanding~nything to the contrary contained in this Agreement:

(a) Neither Company nor a Commercial Cardmember shalIbe liable for Charges resulting from the Unauthorized Use ofany Amex Account that has been issued (t} withcorresponding physical plastic and (2) in the actual name ofan individual Commercial Cardmember, except thatCompany shaft be liable for payment to Amex of all Chargesincurred from lhe date a Commercial Cardmember’sauthority to incur expenses on its behalf is terminatedlhrough the date Ih~t Amex receives notification fromCompany of such termination; and

(b) Where an Amex Account has been established (1)without corresponding physical plastic or (2) in a name otherthan the actual name of an individual CommercialCardmember, Company shall be liable for all Charges,including, without limitation, Charges resulting fi’om theUnauthorized Use of such Amex Account,

3,4. Company Obligations. Company shall (a) instructCommercial Cardmembers in writing that the AmexAccounts are issued solely for business purposes aspermitted under this Agreement .qnd should be used only inaccordance with Compm~y’s policies and procedures, (b)promptly report any misuse of any Amex Account to Amex,(c) instruct Commercial Cardmembers in ~wifing topromptly submit their expense reports coveri~tg Charges toCompany and in any event at least once a month, (d)reimburse Commercial Cardmembers promptly for allCharges, and (e) assist Amex in collecting any overduepayrnent from aCommercial Cardmember.

4. FEES

Late Fees1r Charges are not paid when due, Amex may chargeCompany a late fee. The mnount of the late fee depends onthe Amex Account, the length of time the Charges haveremained unpaid and the address to which Company’s billirtgstatement is sent. Late fees will not exceed the maximumamount allowed by law. Amex may add court costs plusreasonable legal fees to any delinquent balance referred to anattorney for collection. Late fee calculations for each type ofAmex Account are set forth in the Late Fees sectionsapplicable to the Amex Account(s) described in the AccountProvisions below. The tbtlowing defined terms apply to theAccount Provisions in which they are used: (a) the "Closing

Fees for Insufficient FundsAmex may charge Company $29 for each check, draft,negotiable inslrtnnent, or electronic payment that Companysubmits to Amex that is nol honored for its full amount,

Fees for Suspended and Cancelled AccountsIf Company’s Amcx Account becomes ninety (90) days pastdue and Company’s charge privileges are suspended, Amexmay charge Company a $25 administrative suspense fee,subjecl to applicable law. Amex may charge Company a $25reinstatemenl fee to reinstate each cancelled Amex Account,subject to applicable law.

Amex reserves the right, upon no@e, to change theaforementioned fees and/or charge additional fees inconnection with late payment on Amex Accounts or thesuspension or cancellation of Amex Accounts issued underthis Agreement.

ACCOUNT PERFORMANCE

Use of AccouqtsCompany warrants and agrees that Company policy shalllimit the use of Amex Accounts to legitimate businesspurposes and that Company shall comply with such policy.All extensions o~’credit made pursuar~t to an Amex Accountshall be deemed 1o be extensions of credit made to and forthe benefit of Company and shall not be deemed to be to orfor the benefit of an Employee.

Program AdministrationCompany agrees to designate individual(s) to manage theAmex Account(s) on Company’s behalf ~"~Administratorls)’. Company shall re-cerli~, the designationof such Program Administrator(s) in writing on an annualbasis. Company agrees that such Program Administrator(s)is autlmrized by Company to act on its behalf with respect tothe Amex Account(s), and that Amex may rely on all writtenand oral directions and information that it receives fromProgram Administrator(s). Company represents and warrantsthat it has obtained all consents and approvals, and made alldise!osnres required by applicable law, to allow the ProgramAdministrator(s) to: (i) manage, and take any action withrespect to, the Ame× Accounts, and (ii) access personallyidentifiable information of the Employees of Companyand/or any other entity padicipating in Amex’s commercialaccount program while managing the Amex Accounts. Tothe extent applicable, Company represents atad warrants thatit has obtained all consents and approvals related to lhc

08.2012REAL BUSrNESS. REAL SOLUTIONS.s~



CORPORATE SERVICESEXPFNSE MANAGt-MEN~/SOLU’qONS

processing of its Employees’ personally identifiableinformation and the transfer of the same by ProgramAdministrator(s) o1~ a cross-border basis.The Program Administrator(s) shall:

use American Express @ Work® to conductmaintenance transactions and access reports;

¯ encourage Employees to use Amex’s online ManageYour Card Account too];cooperate wit.h Amex towards a goal of eighty-fivepercent (85%) of Amex Accounts and Dollar balancesto be in a current status and no more than one percent(1%) of Ame× Accounts and Dollar balances to be pastdue;

¯ communicate a Company policy that restricts the use ofthe Amex Account(s) to business purposes to allCommercial Cardmembers; and

¯ provide to Amex, upon request, a statement as towhether a Commercial Cardmember has beenreimbursed for Charges.

Amex recommends that Company regularly audit its expensemanagement program to i~sure compliance wilh Companypolicies. Company may request copies of any remittanceadvice provided by its Program Administrator or etherdesignated account representatives. It is recommended thatCompany maintaiJ~s hierarchica] approval of all Charges.Amex is not responsible for fraud or malfeasance engaged inby any of Company’s Employees, representatives or agentsmanaging any Amex Account on Co~r~pany’s behalf.

Membership RewardsThe Corporate Card Accotmt is tile only Amex Accounteligible for enrollment in the Membership Rev,,ards®Program.

6. TERMThis Agreemen-t shall continue in full fbrce and effect untilterminated by either party.

7. TERMINATION

(at This Agreement may be ten~ainated as follows:

(it Conveni.ence. Either party may terminate thisAgreement For any or no rcasou upon thirty (30) dayswritten notice to the other party.

Financial Condition. Either party may terminate thisAgreement eflbctive immediately upon the occurrenceof" any of ti~e tbllo~ing: (]) the liquidation ordissolution of the other party or (2) the insolvency of theother party or the filing o1" bankruptcy proceedings orsimilar proceedings "with respect to the business of theother party.

(iii) Termination of Amex Accounts. This Agreement shallterminate immediately upon the termination of all of theAmex Accounts established hereunder. For theavoidance of doubt, the termination of an individualAmex Account will not result in termination of thisAgreement if other Amex Accounts establishedhereu.nder will remain active after such termination.

(b) Effect of Termination. Tile ~enns of this Agreementwill continue to apply to any outstancling Charges andany other obligatio.ns incurred prior to the termination ofthis Agreement or any Amex Account. I£~y amountsowed by Compat~y hereunder after such termination,then Company and its successors and permitted assignsshall remain liable for such amounts and will pay Amexwithin thirty (30) days of request.

8. CONFIDENTIALITYEach party agrees to keep confidential the terms of thisAg~’eement aud any information of a confidential andproprietary t~ature t~lal tile receiving party (the "ReceivingParty") receives from the other par.tT (the "DisclosingPatTy") in the performance of or ir~ connection with thisAgreement (collectively, "Confidential Information"). Theforegoing confidentiality and restricted use obligations shallnot apply to information that is: (a) in an aggregate formnon-attributable to the Disclosing Party; (b) already knownand free of any restriction on the Receiving Party at the timeit is obtained; (c) subsequently learned from an independentthird party free of restriction; (d) publicty available; orrequired by law or eourl order to be disclosed under¯ applicable law; provided, however, that unless prohibited bylaw and if practicable, the Receiving Party shall (i) giveprompt written notice of any such request or requirement Iothe Disclosing Party, and of" the Confidential Information itbelieves it is required to disclose; and (ii) cooperate to theextent practicable with the Disclosing Pai’ty, at theDisclosing Paay’s expense, with any reasonable efforts ofthe Disclosing Party to avoid or minimize such disclosureand/or obtnin confidential treatment thereof or otherprotective order.

The Receiving Party will not disclose to any person, firm, orother Ingot entity or use the Conf~det~tial Information of theDisclosing Party; provided ilmt (at either party may disclosethe terms and conditions of this Agreement to its employees,officers, agents, representatives, i~tcluding, withoutlimitation, its legal and financial consultants, aud affiliates,provided that such persons, firms or legal entities complywith the confidentiality provisions of this Agreement, and(b) Amex may disclose or use Company’s ConfidentialInformation in connection with providing exisling or newAmex benefits, products and services, including, withoutlimitation, disclosing Confidential Information to third party



CORPOBATE SERVICESEXPENS[: MANAGEMENT SOLUTIONS

service providers (or licensees) who are bound to keep suchinformation confidential.

If Company chooses to use a third party data consolidator("Cgnso!jdator"), upon Company xvrilten request and upouexecution of a separate Data Protection Letter of Agreement(a copy of which may be provided to Company uponrequest), Amex agrees to forward Company’s AmexAccount information to a Consolidator for ~he purpose oFprocessing and consolidating such information,

Company’ agrees that Amex may use Company’s name inpromotional materials and discussions regarding Company’sAmex Ac¢otn/t{ sl.

This Section shall survive tile termination of this Agreement.

9. NOTICESAll notices required or permitted under tl~is Agreement willbe in wriling to the other party, In the case of notices toAmcx, notice must be delivered to the address specifiedbelow, and in the case of notices to Company, to theProgram Administrator(s), or to such other address asCompany gives notice of hereunder. Notices will be deemeddelivered and effective as follows: (a) if delivered personally(including by overnight carrier or messenger), upon deliveryor (b) if delivered by ilrst class, registered or certified mail(return receipt requested), upon the earlier of actual deliveryor three (3) days after being mailed.

To Amex:

American Express Company, Corporate Services OperationsAESC-P20022 No~lh 3 Is{ Ave, Mail Code AZ-08-03-t tPhoenix, AZ 85027

With a copy to:

American Express Travel Related Services Company, Inc.200 Vesey StreetNew York, NY 10285Attn: General Counsel’s Office

10, CHANGES TO THEACCOUNTS ORTHISAGREEMENT

Amex reserves the right Ioimplement changesto thebenefits, features or the methodof operation, of anyArnexAccount selected by Company on the Applicatior~, inclu6ingmodifications of lhis Agreement to reflect such changes,Company agrees ~hat any changes by Amex shall becomeeffective if, after nolice, Company keeps or uses the AmexAccounts a~er the effeelive date specified in the notice.Company may choose nm to accept tile changes byterminating this Agreement with notice to Amex. This

Agreement may not otherwise be changed except through awriting signed by both parties.

l I. ASSIGNMENTCompany may not assign this Agreement, in whofe or inpart, withou! the prior ,,witten consent of Amex. Amcx mayassign this Agreement wkhout Company’s consent. Anyassignment not in accordance with the terms of thisAgreement shall be void. Except as otherwise specifiedherein, this Agreement binds, and inures to the benefit of,the parties and their respective successors and permittedassigns.

12. LIMITATION OF LIABILITYIN NO EVENT SHALL AMEX’S AGGREGATELIABILITY FOR ANY CLAIMS, DAMAGES,LAWSUITS, LOSSES ORCAUSES OF ACTIONARISING UNDER OR RELATING TO THISAGREEMENT (WHETHER IN CONTRACT, TORT,WARRANTY OR OTHERWISE) EXCEED TOTAL OFFEES BILLED TO COMPANY IN THE TWELVE (12)MONTHS PRdF_,CEDING THE DATE THAT THE MOSTRECENT CLAIM AR.OSE.

NOTWITHSTANDING ANYTHING CONTAINED INTHIS AGREEMENT TO THE CONTRARY ANDEXCEPT AS OTHERWISE EXPRESSLY PROHIBITEDBY APPLICABLE LAW, NEITHER PARTY NOR ITSDIRECT OR INDIRECT SUBSIDIARIES, AFFILIATES,AGENTS, EMPLOYEES OR REPRESENTATIVESSHALL BE LIABLE TO THE OTHER PARTY FOR ANYINDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL, PUNITIVE, OR EXEMPLARYDAMAGES OF ANY KIND (INCLUDING, WITHOUTLIMITATION, LOST REVENUES, LOSS OF PROFITS,OR LOSS OF BUSINESS), ARISING FROM THISAGREEMENT OR RELATING TO THE OBLIGATIONSHEREUNDER, EVEN IF ADVISED OF SUCHPOTENTIAL DAIVIAGES.

Company acknowledges and agrees that, regardless of thebasis or’the claim or action, Amex shall not be liable in anymanne," for any probtcms with goods or services, tfCompany requests that Amex charge back a seller of goodsor services and Amex does so, Company shall indemnifyand hold harmless Amex from at~d against any claim againstAmex based upon the rejection of such goods or servicesand the Charges related thereto.

13. FORCE MAJEURENeither party, nor its third party’ suppliers and Iicensors, willbe liable for any failure or delay in performance resultingfrom circumstances beyond its control, including, withoutlimitation, acts of God or nature, power, communications,



CORPORATE SERVICESE×PENS.E MANAI;I~ME~T

satellite or network l:ailures, unauthorized access or theft,nets of war or ~en’or’, or labor disputes or strikes.

14. GOVERNING LAWThis Agreemenl shall be governed by and construed inaccordance with the laws of the S~te of New York (withoutgiving effect to lhe conflict of taws principles thereof otherthan Section 5-1401 of the New York General ObligationsLaw). Subject to Section 15 herein, the sole venue for anylitigation arising out of th~s Agreement shall be anappropriate federal or_state cou~ located in the State of NewYork, and the panics agree not Io raise, and waive, anyobjections or defenses based u~n venue or forum nonconveniens.

15. ARBITRATION(a) Arbitration Ri~thts/Definhlon of Claim. All Claims shallbe resolved, upon Amex’s or Company’s election, througharbitration pursuanl to this Arbitration section rather than bylitigation. "Claim" means any claim (including initialclaims, cotmterclahns, cross-claims, and third party claims),dispute or controversy between Company and Amex arisingfrom or relating to this Agreement, any other related or prioragreement that Company may have had with Amex, or therelationship resulting from any of the aforementionedagreements ("Agreements"), whether based in contract, tort(including negligence, strict liability, fi’aud, or otherwise).statutes, regutalions, or any other theory including anyquestion relating to the existence, validity’, performance,construction, interpret.orion, enforcement, or termination ofthis Agreement or ally other related or prior agreement thatCompany may have had with Amex, or the relationshipresulting therefrom.

(b) Arbitration Rules/Organlzations. The party asserting theClaim shall select one of the fallowing a~bitrationorganizations, which will apply its rules ("ArbitrationR ~_.~les") in effect at tile dine the Claim is filed. In the eventof an inconsistency between this Arbitration section and anyrule or procedurc af the arbitration organization, thisArbitration section will control. The parly asserting theClaim will simultaneously notify the other party of itsselection. If Amex’s selection is not acceptable toCompany, then Company may select another of thefollowing o[ganizations within tl~irty (30) days afterCompany receives notice of Amex’s initial selection. Anyarbitration hearing that Company attends will take place inthe federat judicial district where the Company’sheadquarters is located.¯National Arbitration Forum UN_N~"); P.O. Box 50t 91,

Minneapolis, MN 5540,1-019l; 1-800-474-2371;www,arbitratio a-foru m.~om

¯American Arbitration Association ("AA~A"): 335Madison Avenue, New York, NY 10017; 1-800-778-7879; www.adr.org

¯ JAMS ("JAMS"J: 1920 Main Street, Suite 300. h’vine,CA 92614; (949)224-t 810; Www,iamsadr,com

In addition to the arbitration organizations lisled above,Claims may be referred to any other arbitration organizationthat is mutually agreed upon in writing by Company andAmex, or to an arbitration organization or arbitrator(s)appoh~ted pursuant to section 5 of the Federal Arbii.rationAct, 9 U.S.C. sections 1-16, provided that the arbitrationorganization and arbltramr(s) enforce the terms of sectionst 6(c) and 16(d) below.(c) Limila!i.on of Rights. IF ARBITRATION IS CHOSENBY A PARTY WITH RESPECT TO A CLAIM, NEITHERCOMPANY NOR AMEX WILL HAVE THE RIGHT TOLITIGATE THAT CLAIM IN COURT OR HAVE A JURYTRIAL ON THAT CLAIM, OR TO ENGAGE 1N PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDEDFOR IN THE RULES OR PROCEDURES OF NAF, AAAOR JAMS, AS APPLICABLE. FUP, THER, COMPANYWILL NOT HAVE THE RIGHT TO PARTICIPATE IN AREPRESENTATIVE CAPACITY OR AS A MEMBER OFANY CLASS OF CLAIMANTS PERTAINING TO ANYCLAIM. OTHER RIGHTS THAT COMPANY WOULDH.AVE IN COURT MAY ALSO NOT BE AVAILABLE INARBITRATION. NOTWITHSTANDING ANY OTHERPROVISION IN THIS AGREEMENT AND WITHOUTWAIVING EITHER PARTY’S RIGHT TO APPEALSUCH DECISION, SHOULD ANY PORTION OF THISSECTION 15(C) "LIMITATION OF RIGHTS" OR OFSECTION 15(D) BELOW BE DEEMED INVALID ORUNENFORCEABLE, THEN THI:S ENTIREARBITRATION SECTION 15 (OTHER THAN THISSENTENCE) SHALL NOT APPLY.(d) Individually Named Parties Only. All parties to thearbitration must be individually named. There is no right orauthority for any Claims to be arbitrated or litigated on aclass-action or consolidated basis, on behalf of the generalpublic or other parties, or joined or consolidated with claimsof olher parties, and Company and Amex are specificallybarred from doing so. This prohibition is intended to, anddoes, preclude any trade association or other organizationfrom arbitrating any Claim on a representative basis onbehalf of the organlzation’s members. Tile arbitrator’saulhodty Io resolve Claims is limited to Claims betweenCompany and Amex alone, and tile arbitrator’s authority tomake awards is limited to awards to Company and Amexalone.(e) .F...quitable Relief. The arbitrator shall have the powerand authority to grant equitable relief (e.g., injunction,specific performance) and, cumulative with all otherremedies, will grant specific pcr~’ormance whenever



CORPORATE SERVICESEXPENSE MANAGEMENT SOLUTIONS

possible. The arbitrator will have no power or authority toaher this Agreement or any of its separate provisions,including this Arbitration section, nor to determine anymatter or make any award except as provided in thisArbitration section.(f) Small-Claims Court; Injunctive Relief. Amex shall notelect to use arbitration under this section for any individualClaim that Company properly files in a small claims court solong as tire Claim is pending only in that courl. Injunctiverelief sought to enforce the confidentiality provisions of thisAgreement will not be subject to the requirements of thisArbitration section.(g) Governinfl Law/AppealtEntry of Jud~;ment. ThisArbitration section is made pursuant m a transactioninvolving interstate commerce and wilt be governed by theFcderat Arbitration Act, 9 U.S.C. Sections 1-16 (FAA). Thearbitrator wi!l apply New York law and applicable statutesof" limitations, honer claims of privilege recognized by tawand, at the limely request of either party, provide a writtenand reasoned opinion explaining his or her decision. Thearbitrator will apply the rules of the arbitration organizalionselected, as applicable to matters relating to evidence anddiscovery, not the federal or any state rules of civilp,’ocedure or rules of evidence. Tile arbitrator’s decision willbe final and binding, except for any rights of appealprovided by the FAA or if the amount of theaward exceedsUS$ I00,000, ehher party can appeal that award to a three-arbitrator panel administered by NAF, AAA or JAMS, asapplicable, which will reconsider de hove any aspect of theinitial award requested by majority vote and whose decisionwill be final and binding. The decision of that three-personpanel may be appealed as provided by the FAA. The costsof such aa appeal will be borne by the appellant regardlessof the outcome of the appeal. Judgment upon the awardrendered by the arbitrator may be entered in any state orfederal court in the federal judicial dist,’ict where Company’sheadqua~ers or its assets are located.(h) Confidential Proceedings_. The arbitration proceedingand all testimony, filings, documents, and any informationrelating to or presented during the proceedings shall bedeemed to be confidenti!l information not to be disclosed toany other part3,’. All offers, promises, conduct, andslatements, whether written or oral, made in tile course ofthe negotiations, arbitrations, and proceedings to confirmarbitration awards by either party, its agents, employees,experts or attorneys, or by the arbitrator, inch,dins anyarbitration award or judgment related thereto, areconfidential, privileged, and inadmissible for any purpose,including impeachment or estoppel, in any other litigation orproceeding involving any of the parties or non-parties,provided that evidence that is otherwise admissible ordiscoverable will not be rendered inadmissible or non-discoverable as a result of its use in the negotiation, or

arbitration.(i) f!g..lit Proceedings for Equitable Relief. Either Companyor Amex may seek equitable relief in arbitration prior toarbitralion on the merits to preserve the status quo pendingcomplellon of such process. This Arbitration seclion may beenforced by any court of competent jurisdiction, and theparty seeking enforcement will be entitled to an award of allcosts, including legal fees,, to be paid by the party againstwhom enforcement is ordered. Except as otherwise providedin Section 15(e)above, if any portion of this Section t5(other than Section 15(c) or (d)) is deemed invalid orunenforceable, it shall not invalidate tile remaining portionsof this Section 15, this AgreemenL or any predecessoragreement that Company may have had with Amex, each ofwhich shall be enlbrceable regardless of such invalidity.(j) Costs of Arbitration Proceedim~S. Company will beresponsible for paying its share, if any, of the arbitration fees(including filing, administrative, hearing and/or other fees)provided by the Arbitration Rules, to the extent such fees donot exceed tile amount of the filing fees Company wouldhave incurred if the Claim had been brought in a state orfederal court thal would have jurisdiction over the Claimlocated in the federal judicial district where Company’sheadquarters is located. Amex will be responsible forpaying the remainder of any such arbitration fees. AtCompany’s written request, Amex wilt consider in goodfaith making a temporary advance of all or part of"Company’s share of the arbilration fees for any CIaim thatCompany initiates as to which Company or Amex seeksarbitration. Company will not be assessed any arbitrationfees in excess of Company’s share it" Company does notprevail in any arbitration with Amex,

16. MISCELLANEOUS16.1. Time Limit on Aclions. Any claim or cause of actionarising cut of or related to this Agreement musl be filed byCompany within one (I) year after such claim or cause ofaction arose or forever be barred.!6.2. ’l’hird-Partv Beneficiary/.. Except for Amcx’s affiliates,suppliers and licensors, no ttfird part), is a beneficiary of thisAgreement.16.3. No Waiver. Failure to enforce any term or condition ofthis Agreement shall not be a waiver of the right to laterenforce such tel’m or condition or any other term orcondition of this Agreement.

16.4.Eqtire.. Agreement. This Agreement (including,addendums, schedules, tables, appendices and attachmentshereto) constitute the entire agreement between the parties,and supersede ally previous oral or writlen agreements orunderstandings between the parties relating to the subjectmatter hereof.16.5. Severabilitv. In the event any provision of thisAgreement is held te be invalid or unenforceable, Ihe



CORPORATE SERVICESEXPENSE MANA.~]EME~JT 3(]LUT flL",NS

rem.’,ining provisions of this Agreement will remain in full~’orce and effect.16.6. ~. Sections 2 (Charges and Payment), 3(Liability), 7(b)(Effect of Tetznination), 8 (Confidentiality),9 (Notices). 12 (Limitation of Liability), 14 (GoverningLaw), 15 (Arbitralion), 16 (Miscellaneous) shal~ survive thetermination of this Agreement,

PART B - ACCOUNT PROVISIONS

17. CORPORATE CARD ACCOUNT

17.1, Liability - Company and the CommercialCardmember shall be jointly and severally liable for allCharges incurred on the Corporate Card Account inaccordance with and subject t0 the terms of Section 3.2(a)above; provided, however, that for Corporate Card Account~wilh the Company Bill/Company Payment billing option,Company shall be fulty liable for all Charges incurred onsuch Corporate Card Account in accordance with andsubject to the terms of Section 3.2(b) above.17,2, Annua[ Corporate Card Fees - An annual fee will bepayable to Amex for each Corporate Card and will bedetermined in accordancewith Amex’s then-currentCorporate Card fee policies.17.3. Late Fees for Individually Billed Accounts - ForCorporate Card Accounts to which the Individual Bill optionapplies, late fees will acerne according to the CardmemberAgreemem in effect at lhe time of the Charges.t7.4. Late Fees for Company Bill/Company Paymen|Accounts - For Corporate Card Accounts (other thanCorporate Platinum Card Accounts) wilh the CompanyBill/Company Payment billing option, late fees wilI accrueat the rate cnrrently in effect for the applicable billingperiod. As of the Effective Date, late fees accrue as follows:(a) if there are any amounts totaling more than $35.00, inaggregate, that were incurred during a statement billingperiod and that have not been paid and credited toCompany’s Amex Account by the 14th day after the NextClosing Date, a late f~e of $39.00 may be charged; (b) iftlxere are any amounts totaling more than $35.00, inaggregate, that were incurred during a statement billingperiod and that have not been paid and credited 1oCompany’s Amcx Account by lhe following Next ClosingDate. a late fee equal to the geeater of $39.00 or 2.99% ofallamounts not credited fox" at least one statement billing periodmay be charged; and (c) if payment of’the total m~oun! dueis not credited to Company’s Amex Account by successiveNext Closing Dates, Amex may assess a fee equal to thegreater of $39.00 or 2.99% of all amounts not credited for atleast one stalement billing period. For Corporate PlatinumCard Accounts with the Company BilI/Company Paymen!billing option, late fees will accrue at the rate currently ineffect tbr the applicable billing period. As of the Effective

Date, late l~es accrue as follows: (a) if there are any amountstotaling more than $35.00, in aggregate, that xvere incurredduring a statement billing period and that have not been paidand credited to Company’s Amex Account by the followingNext Closing Date. a late tee equal to the greater of $29,00or 2.99% of all amoants ~ot credited for at least onestatement billing period may be charged; (b) if payment ofthe total amount dne is not credked to Company’s AnlexAccount by svccessive Next Closing Dates, Amex mayassess a fee equal to the greater of $29.00 or 2.99% of allamounts not credited for at least one statement billingperiod. Late fees will not exceed the maximum allowed bylaw.17.5, Expedited Delivery Fee - Amex may charge a fee forgranting a Program Administrator’s request for expediteddeliveryof Corporate Cards.

18. AIRLINE BILLING ACCOUNT18,1, Issuance - Upon Compal~.y’s request, Amex willassign supplementary accounts under the Airline BillingAccount to certain of Company’s Employees, departments,divisions or other business groups (supplementary accounts,collectively with the Airline Billing Account, are referred toin this Agreement as the "ABA"),

18,2 Liability - Company shall be fidly liable to Amexfor all Charges incurred on the ABA in accordance withSection 3.2(b) above. Amex will send to Company amonthly statement listing atl Charges. Company agrees topay Amex in full for all Charges upon its receipt of themonlhly statement. Compa~y must notify Amex of anyalleged (i) ~ost or stolen tickets or (ii) billing errors ordisputes within sixty (60) days of the date .such Charges firstappear on a monthly statement.18.3. Late Fees - Late fees will accrue at the rate currentlyin effect for the applicable biiling period. As ef’dae EffeeiiveDate, late fees accrue as follows: (a) if there are any amountstotaling more than $35.00, in aggregate, that were incurredduring a statement billing period and that have not been paidand credited to Company’s Amex Account by the 14th dayafter the Next Closing Date, a late fee of $39.00 may becharged; (b) if there are any amounts totaling more than$35.00, in aggregate, that were incurred during a statementbilling period and that have not been paid and credited toCompany’s Amex Aeconn~ by the following Next ClosingDate, a late fee equal to the greater o f $39.00 or 2.99% of allamounts not credited for at least one statement billing periodmay be charged; and (c) if payment of the lotal amount dueis not credited to Company’s Amex Accotmt by successiveNext Closing Dates, Amex may assess a fee equal to thegreater of $39.00 or 2.99% of all amounts not credited fox atleast one statement billing period. Late fees will not exceedthe maximum allowed by law.

Rev. 08.2012BUSINESS, REAL SOLUTIONS.sv



CORPORATE SERVI{:XPF..NSE MANAGEMENT SOLUTI(~NS

18,4. Miscellaneous Amex will issue air and railtransportation tickets to Company’s Employees or agents asdirected by Company. Charges and credits will be processedin accordance with standard travel agency proceduresestablished by the Airline Reporting Corporation or anysuccessor organization and posted to the ABA,

19. BUSINESS TRAVEL ACCOUNT19.1. Issu;ince - Upon Company’s request, Amex willassign supplementary accounts under the Business TravelAccount to certain of Company’s Employees, departmeuts,divisions or other business groups (supplementary accounts,¢ollectively with the Business Travel Account, are referredto in this Agreement as the "BTA"). Company will only usethe BTA to charge air and rail transportation tickets forbusiness use through its travel agents.19,2, Travel Agents - Company will instruct its travelagents in the use of the BTA and will provide its travelagen~.s with a list of persons authorized by Company to usethe BTA ("List") and will notify its uavet agents of anychanges to such List. Company shall resolve anyunreconciled Charges directly with its travel agent or thesupplier providiug services, Amcx is not responsible for theacts or omissions of any travel agents, carriers, or olherfirms providing services.

19.3. Liability - Company shalt be l’ully liable to Amextbr all Charges incurred ou the BTA in accordance withSection 3.2(b) above. Amex will send to Company amonthly statement listing all Charges. Company agrees topay Amex in full for all Charges upon its receipt of themonthly statement. In addition, Company is also liable infull for Charges which result fi’om the misuse of suchaccounts by any travel agent other than Amex. or any personcurrently or (’ormerly included on a List. Company mustnotify Amex of any alleged (i) losl or stolen tickets or (ii)billing errors or disputes within sixty (60) days of the datesuch Charges first appear on a monthly statement.19.4. Late Fees- Late fees will accrue at the ratecurrently in effect for the applicable billing period. As of theEffective Date. late fees accrue as Follows: (a) if there areany amounts totaling more than $35.00, in aggregate, thatwe,’e incurred during a statement billing period and theft havenot been paid and credited to Company’s Amex Account bythe 14th day aAer the Next Closlr:g Date, a late lee of $39.00may be charged; (b) if there are any amounts totaling movethan $35.00, in aggregate, that were incurred during astatement bitiitag period and that have not been paid andcredited to CompUny’s Amex Acceunt by the followingNext Closiug Date, a late lee equal to the greater of $39.1}0or 2.99% of all amotmts not credited for at least onestatement billi~ag period may be charged; and (c) if payment

of the total amount due is not credited to Company’s AmexAccount by successive Next Closing Dates, Amex mayassess a fee equal to the greater of $39.00 or 2.99% of allamounts not credited for at least one statement billingperiod. Late fees will not exceed the maximum allowed bylaw.I9,5, Annual Fee - The annual fee for the BTA is $150and is subject to change by Amex upon not less than sixty(60) days" prior written notice to Company, The annt~al feewill be waived ifCompm~y uses Amex as its travel agent.

19.6. Miseelltaneous - Amex will notify Company ofchanges to the terms of certain insu~-ance programs availableto persons using the BTA. Company agrees to notifypersons authorized to use the BTA of any such changes.

20. CAR RENTAL BUSINESS TRAVEL ACCOUNT20.1, Issuance - Upon Company’s reqt,est, Amex willassign supplementary accounts under the Car RentalBusiness Travel Account to certain of Company’sEmployees, departments, divisions or other business groups(supplementary account% collectively with the Car RentalBusiness Travel Account~ are tel’erred to in this Agreementas the "CRBTA~"). Company will only use the CRBTA tocharge car rental and related services for business usethrough its travel agents.20.2. Travel Agents - Company wilt instruct its travelagents in the use of the CRBTA and will provide its travelagents with a tisl of petsarts, authorized by Company to usethe CRBTA ("Lis~") and will notifi/its Travel agents of anychanges to such List. Company shall resolve anyunreconciled Charges directly with its travel agent or thesupplier providing services. Amex is not responsible for theacts or omissions of any travel agents, carriers, or otherfirms providing services.

20.3. Liability - Company shall be fidly liable to Amexfor all Charges incurred on the CRBTA in accordance withSection 3.2(b) above. Amex will send to Company amonthly statement Iisling all Charges. Company agrees topay Amex in full for all Charges upon its receipt of themonthly statement. In addition, Comp,’my is also liable inful! for Charges which resull from the misuse of suchaccounts by any travel agent other tha~ Amex, or any personcurrently or formerly included on a List. Company mustnoti~ Amex of any alleged billing errors or disputes withinsixty (60) days ef the date such Charges first appear on amonthly statement.

20,4, Late Fees -Late fees will accrue at the ratecurrently in effect for the applicable billing period. As of theEffective Date, late fees accrue as l’ollows: (a) if there ,~rean)" amounts totaling more than $35.00~ in aggregale, tht~



CORPORME SERVICESEXPENSE MANAGEME~;T SOLUTIONS

were incurred during a statement billing period and that havenot been paid and credited 1o Company’s Amex Account bythe 14th day after lhe Nexl Closing Date, a late fee of $39.00may be charged; (b) if there are any amounts totaling moretlmn $35.00, in aggregate, that were incurred during astatement billing period and that have not been paid andcredited to Company’s Amex Accmmt by the followi~gNext Closing Dale, a late fee equal to the greater oi’ $39.00or 2.99% of all amounls not credited for at least onestatement billing period may be charged; ~nd (c) if paymentof the tot~I amount due is not credited to Company’s AmexAccount by successive Next Closing Dales, Amex mayassess a tee equal to the greater of $39.00 or 2,99% of allamounts not credited lbr at le,’mt one statement billingperiod, Late fees will not exceed the maximum allowed bylaw.

20,5. Annual Fee - The annual fee for the CRBTA is$150 and is subject to change by Amex upon not less thansixty (60) days’ prior written notice to Company, The annualIce will be waived if Company uses Amex as its travelagent,20.6, Miscell-’meous - Amex wilt notify Company ofchanges to the terms of certain insurance programs availableto persons using the CRBTA. Company agrees to notify allpersons authorized to use the CRBTA of any such changes.

21. AIRLINE CENTRAL BILLING ACCOUNT2.1.1. Issuance - Amex will establish an AMine CentralBilling Account in Company’s name provided that Colnpanyhas established a Corporate Card Account pursuant to theterms of this Agreement. Upon Company’s request, Amexwilt assign one supplemenlary account under the AirlineCentral Billing Account to Company’s choice of a Companyemployee, deparlment, division or other business group (asupplementary account, collectively with the Airline CentralBilling Account, are referred to in this Agreement as the"’ACB"),21.2, Charges - Pttrchases of air and rail transportationtickets charged with a Corporate Card issued pursuant to thisAgreement will be billed to the ACB. An entry will appeuron the applicable Corporate Card statement indicating theamount that has been billed to the ACB.

21,3. Liability - Company shall be fully liable to Amexfor all Charges incurred on tlae ACB in accordance wilhSection 3.2(b) above. Amex will send to Company amonthly statement listing all Charges. Company agrees topay Amex in ful! for all Charges upon its receipt of themonthly statement. Company must notify Amcx of anyalleged (i) lost o," stolen tickets or (ii) billing errors ordisputes within sixty (60) days of the date such Charges firstappear on a montldy statement.

21.4, Late Fees - Late fees will accrue at the ratecurrently in effect for the applicable billing period. As of theEffective Date, late fees accrue as follows: (a) if there arean)’ anmunts totaling more than $35.00, in aggregate; thatwere incnrred during a statement billing period and that havenot been paid and credited to Company’s Amex Account bythe t4th day aller the Next Closing Date, a late fee of $39.00may be charged; (b) if there are any amounts tolaling morethan $35.130, in aggregate, that were incurred during astatement billing period and that have not been paid andcredited to Company’s Amex Account by the followingNext Closing Date, a late fee equal to lhe greater of $39.00or 2.99% of all amoums not credited tbr at least onestatement billing period may be charged; and (c) if paymentof Ibe total amouat due is not .credited to Company’s AmexAccount by successive Next Closing Dates, Amex mayassess a fee equal to the greater of $39.00 or 2.99% of allamounts not credited for at least one statement billingperiod. Late fees will not exceed the maximum allowed bylaw.21.5. Miscellaneous - If the Corporate Card Account isterminated for any reasoa, the ACB will terminateautomatically. Upon and after termination of the ACB, anycredits posted by Amex in respect of any Charges to theACB will be posted to the Corporate Card Account of theapplicable Commercial Cardmember.

22. CAR RENTAL CENTRAL BILLING ACCOUNT22,1. Issuance - Amex will establish a Car RentalCentral Billing Account in Company’s name provided thatCompany has established a Corporate Card Accountpursuant to the terms of this Agreemet~t. Upon Company’srequest, Amex will assign one supplementary account underthe Car Rental Central Billing Account to Company’s choiceof a Company employee, department, division or otherbusiness group (a supplementary accoum, collectively withthe Car Rental Cenlrat Billing Account, are referred to inthis Agreement as the "CRCB").22,2. Cha,’ges -Amounts for car rental and relatedservices charged with a Corporate Card issued pursuant tothis Agreement will be billed to the CRCB. An entry willappear on the applicable Corporate Card statementindicaling lhe amount that has been biIled to the CRCB,22.3. Liability - Company shall be fully liable to Amexfor all Charges incurred on the CRCB in accordance withSection 3,2(b) above. Amex will .send to Company amonthly statement listing all Charges. Company agrees topay Amex in lull for all Charges upon its receipt of themonthly statement. Company must notify Amex of anyalleged billing errors or disputes within sixty (60) days ofthe dale such Charges firs~ appear on a monthly statement.



CORPOFtME SEFtVII;E$EXPENSE MANA6EME~T SOLUTf0NS

22.4. Late Fees - Late ~’ees will accrue at the ratecurrently in effect tbr the applicable bil}ing period. As ofthcEffective Date, late Ices accrue as go[lows: (a) fl’ there arcany amounts totaling more than $35.00, in aggregate, thatwere incurred during a statement billing period and that havenot been paid and credited to Company’s Amex Account bylhe 14th day after the Next Closing Date, a late fee of $39,00nmy be charged; (b) [g there are any amounts totaling morethan $35.00, in aggregate, thar were incurred during astatement billing period and that have not been paid andcredited to Company’s Amex Account by the followingNext CIosing Date, a late fee equal to the greater of $39.00or 2.99% of all amounts not credited for at least onestatement billing period may be charged; and (c) if paymentof the total amount due is not credited to Compai~y’s AmexAccounl by successive Next Closing Dates, Amex mayassess a fee equal to the greater of $39,00 or 2.99% of allamounts not credited for at least one statement billingperiod. Late fees will not exceed the nmximum allowed bylaw.

22,5, Miscellaneous - If the Corporate Card Account isterminated for any reason, the CRCB will terminateautomatically. Upon and after termination of the CRCB, anycredits posted by Amex in respect of any Charges to theCRCB will be posted to the Corporate Card Account of theapplicable Commercial Cardmember.

23. FEE CENTRAL BILLING ACCOUNT23.1. Issuance - Amex wi!l establish a Fee CentralB illing Account ("FCB") in Company’s name provided thatCompany has established a Corporate Card Accountpursuant to the terms ofthls Agreement.23.2; Charges - Annual fees for Corporate Cards issuedpursuant to this Agreement will be billed to the FCB. Anentry will appear on the applicable Corporate Card statementindicating the amount that has been bJlIed to lhe FCB.23.3. Liability - Company shall be fully liable to Amext’or all Charges incurred on lhe CRCB in accordance wilhSection 3.2(b) above. Amex will send to Company amonthly statement listing all Charges. Company agrees topay Amex in fuII for all Charges upon its receipt of themonthly statement. Company must notify Amex of anyalleged (i) lost or stolen tickets or (ii) billing errors ordispules within sixty (60) days of the date such Charges firstappear on a monthly statement.23.4. Late Fees -late fees will accrue at the ratecurrently in el’feet for the applicable billing period, As of theEffective Date, late fees accrue as follows: (a) if there areany amounts totaling more than $35.00, in aggregate, thalwere incurred during a statement billing period and that havenot been paid and credited to Company’s Amex Account by

the 14th day after the Next Closing Date, a late fee of $29.00may be charged; (b) if there are any amounts totaling morelhan 535.00, in aggregate, that were incurred during astatement billing period and that have not been paid andcredited to Company’s Amex Account by the followingNext Clo.sing Date, a late fee equal to the greater of $29.00or 2.99% of all amounts not credited for a~ least onestatetnent billing period may be charged; and (e) if paymentof the total amount due is not credited to Company’s AmexAccount by successive Next Closing Dales, Amex mayassess a fee equal to the greater of $29.00 or 2.99% of allamounts not credited for at least one statement bil~ingperiod. Late fees will not exceed the maximum allowed bylaw.23.5. Miscellaneous - If the Corporate Card Account isterminated for any reason, the FCB will terminateautomatically. Company is responsible for reconciling anysuch credits as between Company and the CommercialCardmember. No late fees shall apply to Charges billed tothe FCB.

24. CORPOIGgTE PURCI/ASING CARD (CPC)ACCOUNT24.I. Use of Corporate Purchasing Card - Company agreesthat it wilt implement and communicate Company policiesthat require Corporate Purchasing Cards issued hereunder tobe uscd only for the purchase of goods and services onCompany’s behalf: Company also agrees that its policies wiltbe in strict conformity with the Corporate Purchasing CardTerms and Conditions included with each CorporatePurchasing Card issued hereunder. In the event any of theterms and conditions ogthis Agreement conflict ~vith those ofthe Corporate Purchasing Card Terms and Conditions, thisAgreement will prevail. Individual use of CorporatePurchasing Cards is governed by the cardmember agreement.24.2. Liability - Company shall be fully liable to Amex forall Charges incurred on the CPC Accounts in accordancewith Section 3,2(b) above.24.3. Expedited Delivery Fee - Amex may charge a fee forgranting a Program Adminislrator’s request for expediteddelivery of Corporate Purchasing Cards.24.4, Payment Terms / Settlement - Cempm~y agrees topay all Charges shown oo each consolidated monthlystatement (the ".Co.r!~9.1idated Statement") within fourteen(14) calendar days after the Closing Date specified oa theapplicable Consolidated Statement, ! f Company betieves anyCharge shown on a Consolidated Statement is in error or indispute with the seller, Company may request, and Amexnnay institute and maintain for a reasonable period, atemporary credi~ on the Corporate Pur~:has{ng Card Accountin the amount of the disputed portion of the Charge whileAmex investigates the error or Company seeks to resolve the

Rev, 08.2012



CORPORATE SERVICESEXPENSE MAt’4AGEMEM

dispute.24.5. Late Fees - The amount of the late fee depends on thelength of time a Commercial Cardmember account on an)’Consolidated Statement has remained unpaid. If there areany amounts totaling more than $35,00, in aggregate, thatwere incurred during a statement billing period on anyConsolidated Statement and that have not been paid andcredited to Comparty’s Amex Account by the Next ClosingDate of such Consolidated Statement, ’chert a late fee equal tothe greater of $29.00 or 2.99% of all amounts not creditedfor at least one statement billing period may be charged.Latefees will not dxceed the maximum allowed by law.24.6. Problems with Goods or Services - Company agreesto resoIve any disputes concerning goods or servicespurchased using the Corporate Purchasing Card directly withthe seller.24.7. Access to Information - Amex may compile andconvey to Company certain iuformation provided to Amexby the sellers of goods and services Company purchasedasing the Corporate Purchasing Card, such as, for example, aseller’s tax identification number and SIC nnmber and theseller’s statas as a minority-owned or woman-ownedbusiness. Amex does not guaranty the accuracy of any suchinformatioa and, by conveying such information toCompany, does not undertake to perform on Company’sbehalf any reporting, compliance or other obligation orrequirement applicable to Company pursuit to any law,regulation, exccntive order or court order.24.8, CPC Department Account -Upon Company’srequesl, Amex will establish a department account(s) for thebilling of purchases fi’om ce~aain merchants that acceptpayment via such accounts ("CPC Dep~tJ.rnent Account(s)").Except as specifically provided herein, the terms of thisAgreement which are applicable to the CPC Account and/orCorporate Purchasing Cards shall apply to the CPCDepartment Account. Notwithstanding anylhing in thisAgreement to the contrary, with respecl to any CPCDepartment Account, Company is liable to Amex for allCharges made to such CPC Department Accountaccordance with the liability terms set forth in Sections3.2(b1 and 3.3(b) of this Agreement whether the CPCDepartment Account is issued wifl~ or withoutcorresponding plastic card.24,9. Monthly Spending Limit - Amex may assign amonthly spending limit (the "Monthly Account k, im.it") tothe CPC Account. The aggregale dollar amount of CPCCharges to Corporate Purchasing Cards issued on the CPCAccount may not-exceed the Monthly Account Limil. OnceIhe Monthly Account Limit has been reached during abilling cycle, Charge privileges for Corporate PurchasingCards issued on the CPC Acconnt wilt be suspended until

payment has been received and credited to the CPCAccount. Amex will notify Company of the MonthlyAccount Limit, and Amex may change the Monthly AccountLimit upon notice to Company. If authorization for any CPCCharge is declined based upon the Monthly Account Limit,Amex may notify the applicable merchant of the reason forthe decline of the authorization request. Company agrees tonotify Commercial Cardmembers of the Monthly AccountLimit and of" the consequences of exceeding the MonthlyAccount Limit.24.10, Card Limits - Amex may assign limits ("CardFunctionality Limit~") to particular Corporate PurchasingCards issued on the CPC Account based upon dollaramounts charged, the type of merchant establishments atwhich CPC Charges may be incun’ed, or other parametersCompany and Amex agree upon. Certain CPC Charges inexcess of or outside the parameters of the Monlhly AccountLimit or Card Functionality Lhnits may be incun’ed.Notwithstanding anything to the contrary contained herein orin any other agreement, and except for CPC Chargesresulting from the Unauthorized Use of a CorporatePurchasing Card, Company is liable to Amex for CPCCharges in excess of or outside the parameters of’ anyMonthly Account Limit or any Card Functionality Limit.

25. CORPORATE MEETING CARD (CMC)ACCOUNTS25.t, Liability - Company shall be fully liable to Amex forall Charges incurred on the Corporate Meeting CardAccounts in accordance with Seztion 3,2(b) above.25.2, Late Fees - Late fees will accrue at the rate currentlyin effect for the applicable billing period. As of the EffectiveDate, late fees accrue as follows: (a) if there are any amountstotaling more than $35.00, in aggregale, that were incurredduring a statement billing period and that have not been paidand credited to Company’s Amex Account by the 14th dayafter the Next Closing Date, a late fee of S39,00 may becharged; (b) if there are an)’ amounts totaling more ~han$35.00, in aggrcgate, t}~at were incurred during a statementbilling period and fl~at have not been paid and credRed toCompany’s Amex Account by the tb!lowing Next. ClosingDate, a late fee equal to the greater ef $39.00 or 2.99%amounts not credited for at least one statement billing periodmay be charged; and (c) if payment of the mtat amount dueis not credited m Company’s Amex Account by successiveNext Closing Dates, Amex may assess a fee equal to thegreater of $39.00 or 2.99% of all amounts not credited for atleast one statement billing period. Late fees will not exceedthe maximum allowed by law.25,3. Annual Corporate Meeting Card Fee - An annualtee will be payable by Company for each Meeting Card, Theannual fee assessed during each annual period will be



CORPORATE SERVIC:I:SEXPENSE MANAGEME~ SOLUF[ONS

determined in accordance with Amex’s then current MeetingCard fee schedule or, for existing Corporate Card customers,in accordance with Company’s Corporate Card AccountAgreement.

25.4. Corporate Meeting Cnrd Sul)plement~l Accou,i~The provisions of’ ~his Section 25.4 sha~l take effect on thedate of execution or" the Corporate Meeting CardSupplement:~l Account Application provided to Companyupon request. Except as specificaIly provided herein, theterms of this Agreement which arc applicable to the CMCAccount and/or Meeting Cards shall apply to the CorporateMeeling Card Supplemental Accot,nt.25.4.1. Upon Company’s request, Amex will assign cardswilh account numbers thal represent supplemental accountsto the Company’s primary Corporate ,Meeting Card Account,to certain of Company’s Employees, departments, divisionsor other business groups.25.4,2. Only plastic cards shall be issued in connection ,,vithCompany’s CMC Supplemental Account. Plastic cardsissued under a CMC Supplemental Account are subject tothe same annual tee, if any, for Meeting Cards issued tinderthis Agreement.

25.4.3. The CMC Supplemental Account(s) establishedpursuant to this Section 25.4 will be subject to any limitsi~tdicated by Company on the Supplemenlal AccountApplication.

The Terms and Conditions of this Commercial AccountAgreemem are effective as of the date written below("Effective Date").

AMERICAN EXPRESS TRAVEL RELATEDSERVICES COMPANY, INC.

DarryI BrownPresident, AmericasGlobal Corporate Payments

COMPANY NAME: HarborCIoud Inc

Name: E Ryan csloos

"fitle: PresidentDate: Apr 30, 2014

Emaih Eric~harborcloud.com



american express commercial account program commercial

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