2011-10-26 CC Packet - Laserfiche WebLink

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Section 8.2. Either the Bank or the Member may, upon at least thirty (30) days prior written notice to the other, terminate this Agreement. Section 8.3. The Member or the Bank may immediately terminate this Agreement, without notice, in the event of the bankruptcy or insolvency of the other party or if the other party fails to make any payment when due under this Agreement or if the other party is in default in the performance of any of its other obligations. However, except in the event of bankruptcy or insolvency and except in the event any party fails to make any payment when due under this Agreement, if the default is readily curable, the party having the right to terminate in respect of such default may only exercise such right if the default remains uncured for ten (10) days after written notice of the default is given to the defaulting party. The right to terminate is in addition to any other right the non - defaulting party may have in respect of the default. Section 8.4. Upon termination of this Agreement: (a) all outstanding Cards shall be cancelled and all rights or benefits of the Member or any Cardholder with respect to the Cards shall be revoked or withdrawn; (b) The Member shall continue to be liable for, and to pay, the aggregate of all Charges on each Card Account whether or not then posted to the Card Account or Member Account, including without limitation charges not yet incurred, accrued fees and interest accrued or to accrue, and all such charges shall immediately be due and payable by the Member, and (c) All Cards shall be immediately returned to the Bank or, altematively, the Member shall provide the Bank with a certificate, signed by a Program Administrator, certifying and warranting that all Cards which had been issued have been destroyed SECTION 9. DISCLAIMERS. Section 9.1. The Bank's Corporate MasterCard program including, without limitation, the management information reports provided to the Member is provided to the Member without representation or warranty as to accuracy of information provided. The Member also acknowledges that some benefits or enhancements may be supplied by firms independent of the Bank and the Bank is not responsible or liable for anything in connection with those benefits or enhancements. Section 9.2. The Bank is not liable for any claim made or Loss or damages suffered by the Member arising directly or indirectly from the Member's use of the Bank's Corporate MasterCard program under this Agreement, except for damages which the Member suffers as a result of the Bank's gross negligence or willful misconduct related to the terms of this Agreement. In no event is the Bank liable for any special, indirect or consequential damages, including but not limited to, lost profits and lost revenues. -8- 42