Commercial One Mastercard Credit Card Terms

Introduction. These Commercial Credit Card Account Terms  (including, for clarity, the Schedules referenced or incorporated herein, the “Terms”) set forth the terms and conditions of the Account opened for the Company in connection with the Program. The Account has been opened in the name of Company pursuant to the credit application submitted by Company (“Application”) to Banner Bank (“Bank”) pursuant to which Commercial Cards will be issued for extensions of credit by Bank in accordance with these Terms. Please read these Terms carefully and keep a copy for your records. These Terms may be supplemented by any separate agreement entered into between Company and Bank regarding the Account or Commercial Cards and may be amended by Bank as described in Section 13 below.

  1. Definitions. In these Terms, the following definitions shall apply:
    “Account” means the commercial credit card account established by Bank pursuant to the Program based on the Company’s Application, including for clarity each Commercial Card issued by Bank at any time pursuant to these Terms.
    “Administrator” means one or more individuals designated by Company, initially in the Application and as may be updated from time to time in accordance with these Terms, who are responsible for administering the Program on behalf of Company.
    “Authorized Officer” means each individual who signed the Application on behalf of Company and such other individuals as may be authorized by the Company from time to time.
    “Authorized User” means any director, officer, employee, or contractor of Company who is authorized by the Company to use a Card or Account under the Program, whether or not the name of such person is included on a Card.
    “Cardholder” means an Authorized User of Company who is designated by Company to receive a Commercial Card and who holds a Commercial Card to effect Transactions.
    “Cash Advance” means a Transaction to obtain cash or cash equivalents (as reasonably determined by Bank, including any such amounts as determined by the Network for the Card) from a bank or other entity that accepts the Commercial Card (whether through an ATM, a teller at a branch, as a  merchant or otherwise) and/or a loan from Bank through your use of any checks or drafts Bank may provide for drawing funds from Bank to be posted as cash advances on your Account. Any surcharges charged by any owner or operator of any ATM, or by Bank, or by any other entity that accepts the Commercial Card with respect to the cash advance will be deemed a part of the cash advance.
    “Charges” means all amounts charged to the Account, including without limitation Purchases, Cash Advances, any transaction in which you have evidenced an intention to make a Purchase or obtain a Cash Advance, any charges and fees contemplated by the Pricing Schedule, and any other monetary obligations associated with the Account.
    “Commercial Card” or “Card” means any credit card issued to a Cardholder under the Account and each card number that is able to access the Account, whether or not issued without a tangible card, and including any token or other proxy for such card number whether issued by Bank or a third party (e.g. a Digital Wallet provider).
    “Company” means the company which applied for the Account as reflected on the Application, including any successor entity thereto.
    “Digital Wallet” means a digital wallet, such as Apple Pay®, Samsung Pay®, Google Pay®,  or any other electronic payment system into which a Commercial Card may be enrolled on any mobile phone, tablet, watch or other device that supports an electronic payment system or any other biometric payment system into which a Commercial Card may be enrolled, subject to these Terms and any other terms and conditions as the Bank may require.
    “Network” means the Mastercard payment network or such other payment network as may be selected by Bank and upon which Cards may be used to effect Transactions. 
    “Pricing Schedule” means the rates, fees and other charges specified in the Pricing Schedule attached to the Application and mailed separately to you when the Application was approved. Such schedule of fees and other charges may be modified from time to time in accordance with Section 13, and which schedule is incorporated herein by reference. 
    “Program” means the Commercial Card offering of Bank composed of Accounts, Cards, statements and other reports, to facilitate purchases of and payments for, business goods and services, for which Company may participate in accordance with these Terms and the other relevant terms and conditions applicable to the Account.
    “Purchase” means a Transaction made to pay for goods or services using a Card, but excluding a Cash Advance.
    “Rebates Program” means the rebates offered by Bank pursuant to the Commercial One Mastercard Rebates Program Terms and Conditions as such terms and conditions may be modified from time to time in accordance with the terms thereof and these Terms, and which terms are incorporated herein by reference.
    “System” means the ledgers, reports and information regarding Card usage maintained by Bank and made available through various services offered directly by Bank or in conjunction with Network, or through third parties, including “Banner Bank SpendTrack” or other services offered from time to time.  
    “Transaction” means a credit transaction under a Card that has a debit value and includes a Purchase and Cash Advance.
    “We”, “Us” and “Our” means Bank.
    “You” and “Your” mean Company, all Cardholders, anyone to whom any of you give a Card (even if they exceed or violate your instructions), and anyone else authorized to use the Account.
  2. Acceptance of the Terms. These Terms become effective automatically upon Bank’s acceptance of Company’s Application and are further ratified by the Cardholder or Authorized User, as applicable, on behalf of Company upon the first use of each Commercial Card. The Company agrees to be bound by these Terms, as well as any other agreements, disclosures, rules, or notices relating to the Program, Commercial Cards and/or the Account as may be posted on Bank’s website or otherwise made available to Company, and as the same may be amended by Bank from time to time in accordance with Section 13.     
  3. Issuance of Cards.
    3.1 The Program.  Upon receipt of a Card request from a Company Program Administrator, Bank will issue a Card to the requested Authorized User subject to Bank’s then normal and customary underwriting criteria based on a credit evaluation of Company. Bank shall have the sole and absolute discretion on underwriting decisions. Each Authorized User who receives a Card will also receive from Company a copy of these Terms or a summary thereof including all terms required to be complied with by the Cardholder or Authorized User. Company is responsible for ensuring that each Authorized User complies with any of these Terms applicable to the Cardholder or Authorized User. As between Bank and Company, Company, and not any Authorized User individually, shall be liable for all indebtedness on all Cards and obligations arising under or in connection with all Cards.  Company agrees to maintain a policy stating that use of Cards is limited to reimbursable business expenses and provide Authorized Users with a mechanism for Authorized Users to claim or report business expenses incurred through use of Cards.  Neither Company nor any Authorized User shall use any Card to make any Transaction that is illegal or is in connection with internet or online gambling or a marijuana-related business (collectively, “Prohibited Transactions”). Bank shall have the right to amend Prohibited Transactions as defined in these Terms as determined by Bank in its sole discretion, and Bank will provide notice to Company of any such changes. To reduce the risk of fraud and unauthorized transactions, Company may coordinate with the Bank to establish charge authorization procedures, based upon Network Merchant Category Codes, which would cause certain attempted Transactions to be automatically refused or denied. Company and each guarantor are jointly and severally liable for all Purchases, Cash Advances and other Charges incurred or arising by virtue of the use of the Account. 
    3.2 The Cards.
    3.2.1 Bank’s Property and Revocation of Cards. The Commercial Card remains the property of Bank. Bank can revoke Company’s or any Cardholder’s right to use the Commercial Card or the Account at any time. Bank may do this with or without cause and without giving Company or the applicable Cardholder(s) notice, except as required by law. Upon Bank’s revocation of the right to use a Commercial Card or the Account, the applicable Cardholder(s) must immediately discontinue use of the assigned Commercial Card(s) and shall, upon Bank’s request, destroy the Card(s).
    3.2.2 Expiration. In addition to other limitations under these Terms, the Card will not be valid after the expiration date displayed on the Card, and it must not be used after that date.
    3.2.3 Renewal and Replacement Cards. Bank may issue renewal or replacement Cards in our sole discretion.
    3.2.4 Additional Cards. Company may request additional Cards which Bank may issue in our sole discretion. Company is responsible for all Charges to the Account made by additional Cardholders or other Authorized Users.
    3.2.5 Non-Tangible Virtual Cards. Subject to availability and any rules we or the Network may issue, Bank may at Company’s request and at our option issue a Card number without a tangible Card, sometimes called a “Virtual Card.” If a Virtual Card is issued, Virtual Cards may be setup for  one-time or multiple use, have specific Transaction dollar limits, have specific credit limits, be limited to use at merchants of a certain type or usable only on or within certain dates, or otherwise subject to limited uses as either required by Bank or requested by Company and approved by Bank. Bank makes no representations or warranties that Virtual Cards can only be used within the limitations you request. Company agrees to observe any special procedures for the issuance, use or security of Virtual Cards.  
    3.2.6 PINs. A PIN (a four-digit Personal Identification Number) will be needed for some Card transactions, such as obtaining Cash Advances, making Purchases at unattended point-of-sale terminals or at a merchant’s discretion. Use of a PIN helps to protect the Account from fraudulent activity. Cardholder can set up Card’s PIN by calling 1-800-446-1992, this number can also be found on the activation label on their new credit card. The Cardholder is responsible to retain the PIN’s secrecy and to not permit other persons to learn the PIN. To keep your Account secure, Cardholders should not write their PIN on the Card or keep it in the same place as the Card.
    3.2.7 Digital Wallets. If Cardholders are provided the ability to provision Cards to a Digital Wallet, Company should consider that there is risk of loss that may result from wireless transmission or loss of the mobile device. Bank is not responsible or liable for any function, malfunction, delays or other problems, or any resulting loss, damage or liability from enrollment in or use of a Digital Wallet. Bank may condition the provisioning of any Card to a Digital Wallet on the Cardholder agreeing to additional terms and conditions for such Digital Wallet. Such agreement by the Cardholder shall also be deemed to be Company’s agreement to such additional terms and conditions. 
    3.3 Credit Limit / Authorized Usage. Company’s credit limit for the Account will be disclosed through Company’s online Account access portal “Banner Bank SpendTrack” but may be changed by Bank as provided for in these Terms. Bank will use reasonable efforts to promptly update the credit limit displayed in Banner Bank SpendTrack but in the event of any conflict the then current credit limit established by Bank shall control.  To the extent that a sub-limit is established for any Commercial Card or group of Commercial Cards, such initial sub-limit will be shown on the carrier containing the Card when it is delivered to the Cardholder and any changes thereto will be shown in Company’s online portal consistent with the Account credit limit, but, for clarity, Bank is not required to communicate such changes separately to the related Cardholder. The credit limit applicable to Commercial Card(s) will also be printed on the periodic statement that Company receives, and on information copies which may be provided to a Cardholder. The credit limit for the Account, and any sub-limits applicable to specific Commercial Cards, may be requested by the Company but in each case is subject to approval by Bank in our sole discretion. We may increase or decrease your Account and/or Commercial Card credit limit(s) at any time for any legally permitted reason. Company acknowledges and agrees that any limits imposed by Bank are solely to protect Bank, and Company is not an intended beneficiary of any such limits and cannot rely on the imposition of such limits to protect its interests. The Company may additionally decrease any sub-limit applicable to a Commercial Card from time to time through such relevant servicing channels as may be made available to the Company Program Administrator. You agree not to attempt any Transaction that would cause the unpaid Card balance to exceed your Card’s credit limit. However, we may honor one or more Transactions in excess of your Card’s credit limit. If you exceed your Card limit, an Overlimit Fee will be charged as disclosed in the Pricing Schedule. 
    3.4 Transaction Authorizations. 
    3.4.1 Bank Authorizations. Bank may not authorize or honor a Transaction or attempted Transaction if: (a) it will cause the unpaid balance on the Card or Account to exceed the relevant credit limit either for the Account or such Card; (b) the Company or Cardholder is in default under these Terms; (c) the Card has been terminated or suspended; (d) the Card has not been activated; (e) the Transaction is attempted or made in any country or territory, or with any individual or entity, that is subject to economic sanctions administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC); or (f) the Transaction to gamble on the Internet or is otherwise with any other merchant category for which Transactions are restricted in accordance with these Terms. Charging privileges will be withdrawn on a Card or Account within a reasonable time after Bank has received notice from Company that a Cardholder’s employment or affiliation with the Company has ended, or upon termination of these Terms. Bank reserves the right to decline to authorize any requested Transaction which Bank reasonably believes is or may be unauthorized or fraudulent in any respect.
    3.4.2 Merchant Acceptance. Bank will not be responsible for a merchant’s or financial institution’s refusal to honor the Commercial Card. Except as otherwise required by applicable law or regulation, Bank will not be responsible for merchandise or services purchased or leased through use of any Commercial Card or the Account.
    3.5 Use of Account. 
    3.5.1 Business Purposes. Company, each Authorized User may only use the Card and Account for Purchases and Cash Advances for Business Purposes. Company and each Cardholder agrees to not: (i) use the Card or Account for any Transaction that is primarily for personal, family or household purposes, (ii) use the Card or Account for any illegal Transactions, or (iii) conduct or attempt to conduct any Transaction that conceals or attempts to (a) conceal the nature of the Transaction or (b) circumvent provisions of these Terms (e.g., conducting gambling Transactions, processing Cash Advances as Purchases, etc.). Company agrees to accept credits to the Account instead of cash refunds when an erroneous Purchase is charged to the Account. Company acknowledges that Bank provides the Commercial Cards as an accommodation party only and, except as otherwise expressly provided by law or herein, Bank is not responsible for the manner, in which the Cards or Accounts are used. 
    3.5.2 Cash Advances. Each Cardholder may use the Card to obtain Cash Advances within the limit established by the Company or the Bank. Cash Advances are subject to a cash advance credit limit established for each Card. Bank reserves the right to restrict Cash Advances at its own discretion at any time.
  4. Administrator. 
    4.1 Appointment and Powers of Administrator. Company shall designate at least one Administrator to actively manage the Account and Commercial Cards on Company’s behalf, with the initial Administrator(s) being as set forth in the Application. Company may change the Administrator (or add or remove an additional Administrator) online or by contacting the Bank, and such action may be subject to such additional authorizations, verifications and certificates as Bank may require. Company agrees and acknowledges that each such Administrator is duly authorized by Company to act on Company’s behalf with respect to the Account and Commercial Cards according to the type of access as defined in the Application, and Bank may rely on all directions and information Bank receives from an Administrator regarding the Account and Commercial Cards, including changes to credit limits, Transaction disputes and the issuance of Commercial Cards to one or more Company employees.
    4.2 Multiple Administrators. If more than one Administrator is identified on the Authorized Contact Form, the Company agrees that (i) the Bank may accept instructions from any Administrator, and (ii) if the Bank receives conflicting notices or requests from any one or more Administrator(s), the Bank may honor or refuse to honor any or all of the conflicting notices or requests, at its option, without giving any notice to the Administrator(s) whose notice or request is not honored, and the Bank will not be liable for taking or refusing to take any action with regard to any conflicting notices or requests.
    4.3 Termination of Administrator. If any Administrator ceases to be an officer or employee of Company or otherwise ceases to have the full power and authority to act on Company’s behalf Company shall provide notice of such event to Bank within forty-eight (48) hours. Bank shall take commercially reasonable efforts to terminate such Administrator’s access rights and other authority with respect to the Account and Commercial Cards, but Company shall remain responsible for any actions by such Administrator during the two (2) business days following Bank’s receipt of Company’s notice terminating such Administrator. 
    4.4 System Access. In addition to Card management services provided via phone or email, Bank may provide you and each Administrator with access to the “ Banner Bank SpendTrack” System in order to facilitate Program administration. Administrator(s) shall access the System through Company’s or Administrator’s Banner Bank online banking. Use of Banner Bank SpendTrack is subject to Banner Bank SpendTrack User Agreement, which will be presented to you and each Administrator for review and acceptance upon first log in. Such access will be provided based on the level of access identified during the Account opening based on information provided in the Application or otherwise at the time any Administrator is added or modified by Company. Company shall cause each Administrator to take reasonable steps to safeguard the security of any access credentials to Banner Bank SpendTrack or other Bank Systems that are made available to Administrators; provided that, to the maximum extent permitted by applicable law and the Network rules, Company shall be responsible for any activity undertaken through the use of credentials issued to an Administrator. Bank may modify the functionality made available through Banner Bank SpendTrack from time to time or may replace or suspend the Banner Bank SpendTrack platform.  
  5. Obligations on the Account. Bank is authorized to pay and charge the Account for all Purchases and Cash Advances made or obtained by any Cardholder or any other Authorized User. Company promises to pay Bank for all such Transactions, plus any related Charges the Company may owe Bank in connection with the Account. Company shall pay Transactions posted to the Account whether resulting from (a) actual use of a physical Commercial Card, (b) mail order, telephone, computer or electronic Purchases made without physically presenting a Card, (c) use of a Card through a Digital Wallet, or (d) any other circumstance where Company, a Cardholder or any other Authorized User initiates a Transaction.
  6. Statements / Disputes. 
    6.1 Statements. Each month we will send a statement to the Company. Purchases, Cash Advances, payments, credits and other Charges posted to the Account during the billing cycle will show in the “Summary of Account Activity” section of the statement. The amount of total minimum payment due and payment due date will show in the “Summary of Account Activity” section. If the Administrator requests, the Bank will send the Cardholders an informational copy of their respective Card statements; provided that in all instances the Company shall remain obligated for the payment of the Account and Cardholder statements may be marked by Bank to indicate that no amount is due from the Cardholder. The Company (and Cardholders if sent statements) are responsible to promptly examine all activity on each statement and notify the Bank of any error. Regardless of the cause or Bank’s fault, Company and any guarantor of the Company’s indebtedness shall be liable for any unauthorized or erroneous Transaction or other error showing on a statement that is not reported to the Bank within sixty (60) days after the date the statement showing such Transaction or error was first made available to the Company. No statement is provided if there was no activity and no amount owing during the statement period.  
    6.2 Disputes. 
    6.2.1 Bank is not responsible to discover or audit any possible breach of security, unauthorized disclosure or unauthorized use of any Card or personal identification numbers or codes. Company will promptly notify Bank of any actual or suspected breach of security or unauthorized activity involving any Card or the Account. Company must establish, maintain, and follow commercially reasonable security procedures the Commercial Cards and the Account. 
    6.2.2 Please communicate any billing disputes in writing to Bank at the address shown in Section 11. Please include the Company’s and Cardholder’s names, Card number, dollar amount, payee, approximate date, reference number and description of each suspected error or disputed Transaction. Bank must receive a billing dispute or suspected error within sixty (60) days from the date of the billing statement. Company is fully responsible for any charge not timely disputed, regardless of whether Bank’s action or inaction contributed to such charge. Billing disputes include but are not necessarily limited to, failure to receive goods or services as agreed (e.g., quantity, location, timing); fraud, forgery, altered charges or unauthorized charges; a charge with an unclear description; and calculation errors on the billing statement. A billing dispute or error does not include issues regarding the quality of goods or services a merchant provided, including issues regarding scope of work, warranty coverage, and similar matters; Company and Cardholder are responsible for handling any such dispute directly with the merchant. Company may not assert such disputes against Bank. Any such dispute is solely between Company and the merchant; Company must still pay the total amount of the sales draft plus any related and appropriate Bank Charges. Oral communications with Bank regarding disputed Charges or billings may delay resolution or may fail to preserve Company’s rights. 
  7. Fees and Payments. 
    7.1 Fees. Bank may assess all of the fees and other Charges to the Account as set forth in the Pricing Schedule. In the event of a conflict between the Pricing Schedule and these Terms, the Pricing Schedule shall supersede and govern. The Pricing Schedule may be amended by Bank in the same manner as amendments to these Terms under Section 13. In addition to any International Transaction Fee as contemplated in Section 7.2, the following other charges, determined where applicable in accordance with the Pricing Schedule, will be applicable to the Account:
    a. Late Payment Fee. Each time a payment is not received by the Payment Due Date shown on the billing statement (“Payment Due Date”), a late payment fee may be charged.
    b. Cash Advance Fee. A Cash Advance Fee will be charged for each Cash Advance in the amount specified in the Pricing Schedule.
    c. Annual Fee. An annual fee may be assessed for the maintenance of your Account, as disclosed in the Pricing Schedule.
    d. Returned Payment Fee. If a financial institution does not honor the check, ACH withdrawal or other payment method used to pay amounts owing under the Account or Bank must return a check because it is not signed or is otherwise irregular, Bank may charge a return payment fee in the amount as disclosed in the Pricing Schedule. For the avoidance of doubt, this return payment fee applies to each instance where a check, ACH withdrawal or other payment method used that is not honored.
    e. Overlimit Fee. An Overlimit Fee in the amount specified in Pricing Schedule will be imposed if the Outstanding Balance exceeds the Account Credit Limit on the billing cycle date, or any Cash Advance balance exceeds the Account Cash Advance Limit on the billing cycle date.
    f. Statement Copy Fee. We will charge you this fee to retrieve a copy of a Card statement you were previously provided. If you request a statement copy in connection with a billing error dispute, you will not be charged this fee if the Bank made an error.
    g. Rush Card Fee. This fee is only charged if an Administrator or a Cardholder requests the Bank to provide expedited delivery of a new or replaced Card. This fee is shown in the “Other Charges” section of the Account statement.
    h. Other Fees pertaining Account or Cards servicing as disclosed in the Pricing Schedule.

    7.2 Foreign Transactions. Transactions in foreign currencies will be converted to U.S. dollars at the exchange rate determined by the Network or its affiliates in accordance with its operating regulations or conversion procedures. The currency conversion rate is generally either a wholesale market rate or a government-mandated rate in effect for the date of conversion, determined by the Network in its sole discretion. The currency conversion rate used on the conversion date may differ from the rate in effect on the date you used your Commercial Card. An International Transaction Fee will be charged by the Bank for each Transaction made in foreign currencies and for each Transaction made in U.S. dollars at a merchant who is outside of the U.S. The International Transaction Fee is specified in Pricing Schedule and is applied to the total Transaction amount after conversion to U.S dollars.
    7.3 ATM Surcharges. For an ATM Transaction not processed at a Bank ATM, the ATM operator may impose a surcharge. Such surcharge is typically added to the Transaction amount and is not assessed or received by Bank. 
    7.4 Rebates Program. Company shall be eligible for the Rebates Program which will be provided to Company separately and may be modified by Bank from time to time as set forth therein. Bank will pay Company a rebate in the amount and manner contemplated by the Commercial One Mastercard Rebates Program Terms and Conditions. Company can choose to opt out of rebates, but doing so shall not result in any modification or adjustment to these Terms or to any other terms and conditions applicable to the Account or Commercial Cards. There is no fee for the Rebates Program.
    7.5 Payments. Bank will bill Company for all new Transactions and past due amounts on a monthly basis. Bank will establish the monthly Account closing and billing due dates which will be communicated in advance to Company and reflected on the billing statements. Company must submit payments in accordance with procedures determined by Bank from time to time. Any failure to comply with Bank’s payment procedures may result in Company’s payments being processed, deposited or credited later than Company anticipates, in which case Company agrees to pay Bank, upon demand, any resulting fees and charges described in the Pricing Schedule. Company will timely pay Bank the total amount of Charges reflected on each monthly billing statement by the due date stated therein, except for billing errors and unauthorized Transactions of which the Bank is promptly notified in accordance with Section 6.2. If a Cardholder makes a Card payment, it will be deemed made on behalf of the Company. All payments must be made in U.S. dollars. Any payment must be drawn on a financial institution located in the United States. If not paid electronically, payments must be sent to Bank at the address shown on the monthly billing statement.  
    7.6 Autopay. Company may provide Bank with a written request to make all payments on Cards by use of a designated deposit account maintained at Bank (“Deposit Account”) and maintain an active automatic payment (“Autopay”) enrollment. If Bank approves such request for Autopay, Bank will be authorized to withdraw from the Deposit Account at each Payment Due Date, via electronic withdrawal (“Debit”), an amount equal to the payment due at that time (or make any electronic credits to correct any errors). Bank will not send a separate notice of payment following any Debit. Company agrees to maintain a balance in the Deposit Account sufficient to cover the Debit for each statement cycle. Company further certifies that the Deposit Account for Autopay was established primarily for business or commercial purposes and not primarily for personal, family or household use. If on that date there are insufficient funds to allow Bank to Debit Company’s Deposit Account for that amount, Bank may at its option initiate one or more subsequent Debits to the Deposit Account to obtain payment. If we do not receive the payment on the Payment Due Date, we will charge the Account the applicable late fee as provided in Section 7.1(a) above. 
  8. Representations and Covenants of Company.
    8.1 Company Representations. Company represents and warrants at all times while the Account is established that the Application and these Terms constitutes Company’s legal, valid and binding obligation enforceable in accordance with its terms, and that execution and delivery of the Application by the Authorized Officer and Company’s performance of these Terms (i) do not breach any agreement of Company with any third party, (ii) do not violate any law, rule, or regulation, or any duty arising in law or equity applicable to it, (iii) are within its organizational powers, and (iv) have been authorized by all necessary organizational action of Company. Upon request, Company will promptly deliver to Bank duly executed certificates certifying: (i) true copies of Company’s articles of incorporation (or other formation documents) and by-laws attached thereto; (ii) true copies of all action taken by Company to authorize the execution, delivery and performance of the Agreement; and (iii) the authority, incumbency and signature of the Authorized Officer, together with satisfactory evidence of the authority and incumbency of such person. Each such certificate shall be dated within thirty (30) days of delivery of same.
    8.2 Card Requests. The Administrator may request Cards be issued to Cardholders through such forms as are approved by Bank, which requests shall include all information required by Bank, and shall be accompanied by such evidence of authority for the Card request as Bank may require. All Card requests shall be delivered to Bank in a secure, encrypted, or password protected format or by such other method as may be mutually agreed to by the parties. By submitting any Card request, the Company represents to Bank that the information contained therein is consistent with the Company’s own records concerning the listed Cardholder and that the Company has the authority from the related Cardholder to provide any Cardholder information (e.g. name, address, phone number) to Bank for use in connection with the Program. The Company represents that the Cards and Accounts to be issued and established under these Terms will be sought and issued only in response to requests by Cardholders to Company or following Company obtaining the Cardholder’s consent to having a Card issued,
    8.3 Cardholder Identification.  Company represents and warrants that it will use commercially reasonable efforts to ensure that such applicants for whom it requests Bank issue Cards and whom Company authorizes to use the Accounts are not identified on a prohibited government sanctions list or otherwise subject to a sanctions program applicable to Bank. Bank reserves the right to terminate and/or cancel the Account at any time, if Bank determines that an Account or Card has been issued to a person residing in a sanctioned jurisdiction or where the Cardholder’s name, or the name of an Authorized User, appears on a government sanctions list applicable to Bank. The Company shall obtain and provide to Bank such information as Bank may reasonably request, for the purposes of investigating the identity of an actual or prospective Cardholder or Company evidencing authority for Card requests, and assisting in any review of Bank by a regulator with relevant jurisdiction. Any information provided by Company to Bank shall be, to the best of Company’s knowledge, information and belief, accurate and complete in all material respects.
    8.4 Cardholder Information. Company represents and warrants that by providing the mobile phone number and/or email address of Cardholder(s), (i) Company has received consent from the Cardholder(s) to provide this contact information to Bank, or with respect to phone number, is financially liable for the phone account associated with such phone number, and (ii) that the Cardholder(s) have expressly consented to receive calls and/or text messages from us or any of our agents to the number(s) provided, including through an automated telephone dialing system and/or prerecorded or artificial voice messages and/or text messages, about authorized Card Transactions. Company agrees to indemnify Bank from any and all losses, damages and penalties arising out of claims or actions that such Cardholder did not consent. Failure to enroll in email or text fraud alerts may result in a negative Cardholder experience and delay in authorized Transactions, Bank will not be liable for any fraud that occurs in the event that Company has failed to implement appropriate recommended controls in connection with any Card or Account issued under these Terms, including by opting out of fraud or similar alerts.
    8.5 Telephone Monitoring. Company provides express consent and authorization for Bank, as it may from time to time, monitor and/or record telephone calls regarding Accounts to assure the quality of Bank’s service. 
    8.6 Terminated or Lost Cards. Company will immediately notify Bank of (i) any Account for which the Company no longer has use or (ii) any Account that the Company knows or suspects has been lost, stolen, misappropriated, improperly used or compromised.  Company acknowledges that failure to timely report such events to Bank may result in waiver or limitation of Company’s rights to dispute Transactions under the Network rules and applicable law. Notwithstanding the foregoing, any Company for which Bank issues less than ten (10) Cards shall not be liable for Unauthorized Use occurring before Company notifies Bank that exceeds the lesser of $50 or the amount of money, property, labor, or services obtained by the Unauthorized Use. “Unauthorized Use” in these Terms is use that did not benefit either the Company or the Cardholder and was incurred by someone who is not the Cardholder or who did not have actual, implied or apparent authority to use the Card or Account.
    8.7 Change of Name or Address. You agree to notify us within ten (10) days of any changes of Company’s address and to give at least thirty days advance notice prior to any change in Company’s name or jurisdiction of formation. Until we are notified that Company or a Cardholder’s billing address has changed, we will continue to send statements and other notices to the last address we maintained for Company or that Cardholder, as applicable.
  9. Events of Default / Remedies. 
    9.1 Events of Default. Company will be in default (an “Event of Default”) if:
    (i) Company, any of its guarantors or a Cardholder fails to comply with these Terms or any other terms and conditions applicable to the Account or Commercial Cards;
    (ii) Company or any of its guarantors fails to meet any other obligations to Bank, however arising, including, but not limited to, as borrower, guarantor, pledgor, grantor or in any other capacity, under any note, account agreement, guaranty, loan agreement, security agreement, deed of trust or other document;
    (iii) Company or any of its guarantors defaults in the payment or performance of any term or condition of any credit agreement, note, security agreement or other similar agreement with a party other than the Bank;
    (iv) Company or any of its guarantors files or has filed on its behalf a petition for bankruptcy, insolvency, receivership or similar action;
    (v) Bank does not receive any amount due by the Payment Due Date for any Card;
    (vi) Company is dissolved or otherwise stops operating or doing business;
    (vii) Company, without Bank’s prior written consent, is (a) consolidated, merged or subject to a change in control of ownership, or (b) sells or spins off any of its affiliates or significant portion of its assets;
    (viii) Any guarantor of the Account becomes insolvent, dies or becomes incompetent, or revokes or disputes the validity of, or liability under any guaranty of indebtedness that includes the Account; or
    (ix) Bank believes in good faith that the payment or performance of Company’s or any guarantor’s obligations to Bank is impaired for any reason.
    9.2 Remedies Upon Event of Default. Upon the occurrence and during the continuation of any Event of Default, the Bank may, at its option and without notice to Company:
    (i) Terminate these Terms and close all Accounts, cancel any Cards that may have been issued, deny access to distributed card management platform (or other Bank web portal), and/or cancel or refuse to honor any outstanding Transactions;
    (ii) Suspend the ability of the Company or any Authorized User from making Purchases, obtaining Cash Advances or engaging in any other Transactions;
    (iii) Require immediate payment of the full balance on the Account;
    (iv) Close any other credit card or account the Company has with the Bank and take any of the other actions identified in (i) through (iii) of this Section with respect to such program or accounts; and/or
    (v) Decline to authorize or process any further Transactions.
  10. Termination. Notwithstanding the foregoing or any other provision in these Terms, Bank may limit, suspend, or terminate Company’s or a Cardholder’s privileges under the Account and any Commercial Card at any time upon thirty (30) days’ notice. Upon termination of these Terms, Company shall instruct all Cardholders to immediately destroy and cease use of the Cards. Upon termination of these Terms, all amounts outstanding under the Account shall be immediately due and payable, without further demand or notice. Company shall remain liable for all Charges incurred or arising by virtue of the use of a Card prior to the termination date. Bank shall have the right to suspend all services and obligations under these Terms and in connection with the Account in the event that the amount due from Company, as the result of Purchases, Cash Advances and other such Charges, exceeds the credit limit established by Bank.
    Company or Bank may suspend or cancel a Card at any time for any reason or no reason. A Cardholder may cancel an assigned Card at any time by returning the Card to the Company. Company agrees to, and to cause Cardholders to, surrender the Card upon request of the Bank.  

    If Company cancels the Account or if we terminate or suspend Company’s credit privileges, the provisions of these Terms and Company’s liability hereunder shall otherwise remain in full force and effect until Company has paid us all sums due under these Terms and in connection with the Account and all Cards have been cancelled and returned to Bank or certified to Bank as destroyed.
  11. Notices and Communications. 
    11.1 Billing. Billing statements will be sent to Company at the mailing address shown in Bank’s files or by an electronic statement to the email address for Company shown in Bank’s files. Bank can provide any notice required under these Terms or required by law at such mailing or email address, or as permitted by law, by telephone at any telephone number for Company provided to Bank. Such notices may refer to a link on Bank’s website and Company agrees to access such link and read the content on the webpage to which it is directed or contact Bank to receive a hardcopy of such notification. Company agrees to inform Bank promptly in writing of any change in address, email address or telephone number. Bank may, in its discretion, accept address corrections from the United States Postal Service. All notices, requests and other communication from Company to Bank must be directed to: Banner Bank, PO Box 2181, Walla Walla WA 99362, or by calling 1-800-272-9933.
    11.2 Servicing Account. Company authorizes Bank and its agents to contact Company at any telephone numbers Company provides on Application or that Company provides to Bank thereafter, including a ported landline, cellular phone, mobile phone or similar device, regarding payments due, Account activity, Account information or for other purposes we deem necessary, in accordance with applicable law. Company authorizes Bank or any of its agents to send emails to the addresses Company provides Bank on its Application or otherwise. Company may be charged by Company’s wireless provider for data, phone usage or minutes. Company authorizes Bank or any of its agents to leave a message with a person or on a voice mail, answering machine or answering service that answers the number(s) Company provided to Bank. Company also authorizes Bank or any of its agents to send U.S. postal mail to the addresses Company provide to Bank on its Application or otherwise. Bank can also contact other persons Company listed on its Application, including guarantors or persons Company designated as Authorized Users or Administrators, to find out information about Company and how to contact Company in the event Bank is unsuccessful in contacting Company as described above.
  12. Exchange of Information between Bank and Company. Card Transactions are deemed to be those of Company and not personal transactions of a Cardholder. Therefore, Bank may furnish information concerning the use of the Card to Company. In addition, Company may furnish Bank information concerning Card reimbursements received, and the Cardholder’s employment status. Bank may also share information relating to Transactions with the Network and other Bank services providers in connection with operation of the Cards.
  13. Amendments. Bank can amend these Terms at any time with notice to Company. Subject to the requirements of applicable law, any amendments to these Terms will become effective at the time stated in the notice to Company. Use of any Commercial Card by a Cardholder after the effective date of the change constitutes its and Company’s acceptance to such amended terms. Company may not amend these Terms. Changed terms will apply to the outstanding balance of Account as well as to any Transactions after the date of the change. 
  14. Assignment; Delegation. The Company may not assign, delegate, or otherwise transfer any of its rights or obligations under the Agreement or otherwise relating to an Account without the prior written consent of the Bank. The Bank may, without notice, delegate any of its responsibilities under the Agreement, these Terms or relating to the Account in whole or in part and may assign any of its rights under this Agreement, in whole or in part, without Company’s prior consent.
  15. Construction. These Terms, together with the Application and any guarantees provided in connection with the Application (the “Agreement”) shall constitute a single agreement relating to the establishment and delivery of the Account and Cards by Bank to Company.  If any term or provision set forth in any such documents shall be invalid or unenforceable, the remainder of such terms, other than the term or provision held invalid or unenforceable, shall be construed in all respects as if such invalid or unenforceable term or provision were omitted.
  16. DISCLAIMER. BANK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES PROVIDED TO COMPANY OR ANY CARDHOLDER WITH RESPECT TO THE ACCOUNT, THE CARDS AND THESE TERMS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ALL BANK SERVICES ARE PROVIDED “AS IS,” “WHERE IS” AND WITHOUT RECOURSE TO BANK TO THE EXTENT PERMITTED BY LAW.
  17. LIMITATION OF LIABILITY. TO THE EXTENT SUCH LIMITATION OF LIABILITY IS PERMITTED BY LAW, (i) BANK WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES, WHETHER OR NOT FORESEEABLE, (ii) BANK WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH ANY INACCURACY, ACT OR FAILURE TO ACT ON THE PART OF ANY PERSON NOT WITHIN BANK’S REASONABLE CONTROL, OR ANY ERROR, FAILURE, OR DELAY IN EXECUTION OF ANY TRANSACTION RESULTING FROM CIRCUMSTANCES BEYOND BANK’S REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, ANY INOPERABILITY OF COMMUNICATIONS FACILITIES OR OTHER TECHNOLOGICAL FAILURE, AND (iii) BANK WILL NOT BE LIABLE FOR ANYTHING RELATING TO COMPANY’S OR CARDHOLDER’S USE OF THE COMMERCIAL CARD, THE ACCOUNT OR THESE TERMS EXCEPT TO THE EXTENT DIRECTLY ARISING AS A RESULT OF BANK’S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. PROVIDED BANK HAS COMPLIED WITH ITS OBLIGATIONS UNDER THESE TERMS, AND SUBJECT TO APPLICABLE LAW, COMPANY AND ANY GUARANTOR AGREE TO INDEMNIFY, DEFEND, AND HOLD BANK HARMLESS AGAINST ANY THIRD PARTY CLAIM ARISING FROM, OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, YOUR USE OF THE COMMERCIAL CARD, THE ACCOUNT, THESE TERMS, OR ANY RELATED SERVICE PROVIDED BY BANK.
  18. Software. The Bank may make available to the Company various software products owned by or licensed to Bank (the “Software”) for the Company’s sole use in connection with the Program. Company agrees that all such Software will and shall remain the sole property of Bank and/or the vendor of such Software. Company agrees to execute and deliver to Bank such license agreements and other documents as Bank and/or the vendor(s) of such Software may require in order for Company to use such Software, and Company agrees to comply with all the terms and conditions of all such license agreements and other documents by which Company agrees to be bound. Company shall return such Software or any access credential for such Software, as applicable, to, or as directed by, Bank promptly upon request or at termination of the applicable Program or these Terms and shall be responsible for any damages to such Software.  No right is granted for the use of the Software by any third party, either directly or indirectly. The Company agrees not to use or transmit the Software to any additional sites, except for back-up purposes. The Company agrees to keep the Software free and clear of all claims, liens or encumbrances of any kind claimed by or through any party other than the owner, and to make no alterations of any kind to the Software.  Company shall comply with any security requirements applicable to the Software as the same may be communicated to Company by Bank and/or the vendor of such Software from time to time. 
  19. Financial Information, Credit Reports and Re-Evaluation of Credit. The Company shall promptly submit current financial information to the Bank any time upon request, including audit materials (if available). The Company hereby authorizes the Bank to obtain credit reports in Company’s name prior to the opening of any Account and at any time while an Account is open or balances remain outstanding under an Account. The Bank may report its credit experience to third parties to the extent permitted by applicable law. The Bank will protect the privacy of the Company’s financial information according to its usual banking confidentiality policies and applicable law; provided that Bank may disclose information to third parties about the Account and/or the Transactions in order to process Transactions or otherwise perform Bank’s obligations under these Terms, to verify or report upon the existence and condition of the Account for a third party (such as a credit bureau or merchant), to comply with government agency or court orders, or in accordance with your written permission granted by Company.
  20. Governing Law and Venue. These Terms shall be governed by the laws of the State of Washington, regardless of where Company is organized, the location of Company’s primary place of business or where any Cardholder resides.
  21. Arbitration of Disputes: 
    PLEASE READ THIS PROVISION CAREFULLY. UNDER THIS PROVISION, YOU WAIVE YOUR RIGHTS TO TRY ANY CLAIM IN COURT BEFORE A JUDGE OR JURY AND TO BRING OR PARTICIPATE IN ANY CLASS OR OTHER REPRESENTATIVE ACTION.
    Except as expressly provided below, any controversy that arises out of or is related to (a) this Agreement (including any dispute over the validity of this Agreement to arbitrate disputes or of this entire Agreement), or (b) your Account, or (c) any relationship resulting from this Agreement, or (d) any insurance or other service related to your Account, or (e) any other agreement related to your Account or any such service, or (f) breach of this Agreement or any other such agreement, whether based on statute, contract, tort or any other legal theory, in which the aggregate amount in controversy for all claimants exceeds $15,000 including interest and attorneys’ fees (any “Claim”) will be settled on an individual basis by binding arbitration under the Federal Arbitration Act (“FAA”). Judgment on the arbitration award may be entered in any court having jurisdiction. Any dispute regarding whether a particular controversy is subject to arbitration will be decided by the arbitrator(s). If any part of the damages or other relief requested is not expressly stated as a dollar amount, the controversy will be a Claim that is subject to arbitration. You and we acknowledge and agree that the Transactions contemplated by this Agreement, and any controversy that may arise under or relate to this Agreement, your Account, or the services or other agreements described above, involve “commerce” as that term is defined and used in the FAA. The arbitration will be administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules (the “Arbitration Rules”). We will tell you how to contact the AAA and how to get a copy of the Arbitration Rules without cost if you ask us in writing to do so. The Arbitration Rules permit you to request deferral or reduction of the administrative fees of arbitration if paying them would cause you a hardship. Any in-person arbitration hearing will be held in Washington State, where our employees and records of your Account are located. Each arbitrator shall be a licensed attorney who has been engaged in the private practice of law continuously during the ten years immediately preceding the arbitration or a retired judge of a court of general or appellate jurisdiction. The arbitration award shall award only such relief as a court of competent jurisdiction could properly award under applicable law, including attorneys’ fees if allowed by applicable law or agreement, and may award to the prevailing party all pre- and post-award expenses of arbitration. All statutes of limitation, defenses, and attorney-client and other privileges that would apply in a court proceeding will apply in the arbitration. The filing of a demand for arbitration in accordance with the Arbitration Rules will be deemed the commencement of an action for purposes of any applicable statute of limitations. There will be no Class Claims—Claims by or on behalf of other persons considered in or consolidated with the arbitration proceedings between you and us.
    This Agreement does not limit the right of you or us, whether before, during  or after the pendency of any arbitration proceeding, to exercise self-help remedies such as set-off or repossession and sale of collateral, or to obtain provisional or ancillary remedies or injunctive or  other traditionally equitable relief (other than a stay of arbitration) necessary to protect the rights or property of the party seeking relief pending the arbitrator’s determination of the merits of the Claim. The taking of any of the actions described in the preceding sentence by either party or the filing of a court action by a party shall not be deemed to be a waiver of the right to demand arbitration of any Claim asserted as a counterclaim or the like in response to any such action. This Agreement to arbitrate disputes will survive the closing of your Account and the termination of your Agreement with us.
    Please read this arbitration agreement carefully. It limits or waives certain of your rights. With respect to Claims that you are agreeing to arbitrate pursuant to this Agreement, you are waiving your right to bring a court action and to have a jury trial. There will be no Class Claims in arbitration. Discovery may be more limited in arbitration than in a court proceeding, and the right and grounds to appeal from an arbitrator’s award are more limited than in an appeal from a court judgment. Certain other rights you have in a court proceeding also may not be available in arbitration.
    BY USING YOUR CARD OR ACCOUNT, YOU ACKNOWLEDGETHAT (1) YOU HAVE RECEIVED AND HAVE READ A COMPLETED COPY OF THIS AGREEMENT (2) YOU UNDERSTAND THIS AGREEMENT AND (3) YOU AGREE TO ITS TERMS, INCLUDING THE ARBITRATION PROVISION.