|
1
<br />ACCOUNT TERMS
<br />V1.4_02_24_15
<br />INTRODUCTION
<br />This document, as amended or supplemented by account addenda for each country in which the Accounts are held, (collectively, the "Account Terns ")
<br />contains the general terms, conditions and disclosures for the Accounts and Services selected by the Customer and constitutes an agreement
<br />between the Bank and the Customer. References to the Bank" shall mean JPMorgan Chase Bank, N.A., and any of its affiliates. References to the
<br />"Customer' shall mean the entity to which the Bank, as an independent contractor, provides Accounts and Services, including any entity that is bound
<br />by a Subsidiary Election Agreement (not applicable in all jurisdictions), as may be amended from time to time. All accounts subject to the Account
<br />Terms are, regardless of their location, referred to as "Accounts". The Account Terms may be supplemented or amended as set forth in Section 17.6
<br />(Amendments; Supplement; Waivers) herein. References to "Services" shall mean services offered by the Bank and subject to the Account Terms
<br />and any applicable Service Terms. References to "Service Terms" shall mean any terms and conditions regarding specific types of Accounts or
<br />Services that are subject to the Account Terns. In addition to the Account Terms and Service Terms, the Accounts are subject to other Account -
<br />related documentation, including signature cards and application forms (the "Account Documentation ").
<br />The Customer shall not transfer any of its rights and obligations in an Account or with respect to a Service, or create any form of security interest over
<br />such rights and obligations in an Account, without the prior written consent of the Bank. Failure to obtain the Bank's prior written consent constitutes a
<br />breach of these Account Terms by the Customer and may result in immediate closure of Accounts.
<br />The Account Terms, Account Documentation and Service Terms may vary applicable law to the maximum extent permitted under any such law. Any
<br />provision of applicable law that cannot be varied shall supersede any conflicting tern of the Account Terms, Account Documentation or Service Terms.
<br />1. Authorized Persons.
<br />1.1
<br />Authorized Persons. The Bank is authorized to rely upon any document that identifies a person authorized to act on behalf of the Customer
<br />( "Authorized Person ") with respect to the Accounts and Services, until the authority for such Authorized Person is withdrawn by the Customer
<br />upon written notice to the Bank, and the Bank has had a reasonable opportunity to act on such notice. The Customer will provide a specimen
<br />signature for each Authorized Person in the manner requested by the Bank.
<br />1.2 Authorizations. Each Authorized Person is independent of the Bank, and, subject to any written limitation provided by the Customer and
<br />received and accepted by the Bank, is authorized on behalf of the Customer to: open, operate and close Accounts; overdraw Accounts as
<br />permitted by the Bank; appoint and remove Authorized Persons; execute or otherwise agree to any form of agreement relating to the Accounts
<br />or Services, including Account Documentation; execute guarantees, indemnities or other undertakings to the Bank in relation to guarantees,
<br />letters of credit or other financial transactions, or in relation to missing documents; draw, accept, endorse or discount checks, drafts, bills of
<br />exchange, notes and other financial instruments ( "Items "); receive materials related to security procedures; and give instructions
<br />( "Instructions"), including requests and payment orders, by means other than the signing of an Item, with respect to any Account transaction.
<br />Without limitation, such Instructions may direct: (1) the payment, transfer or withdrawal of funds; (ii) the disposition of money, credits, items or
<br />property at any time held by the Bank for account of the Customer; (iii) the provision of access as described in Section 1.4 (Third Party Access)
<br />and Section 2.1 (Third Party Instructions) below; or (iv) any other transaction of the Customer with the Bank.
<br />1.3 Facsimile Signatures. If the Customer provides the Bank with facsimile signature specimens, or if the Customer issues Items with a facsimile
<br />signature on one or more occasions, the Bank is authorized to pay Items signed by facsimile signature (including computer generated
<br />signatures) if the actual or purported facsimile signature, regardless of how or by whom affixed, resembles the specimens filed with the Bank by
<br />the Customer, or resembles a specimen facsimile signature otherwise employed for the Customer's benefit.
<br />1.4 Third Party Access. The Customer may request that the Bank permit a third party to have access to an Account by submitting an access
<br />request in a form acceptable to the Bank (an "Access Request ", and the third party designated in such form will be referred to as a "Third
<br />Party "). Each Third Party is authorized by the Customer to issue Instructions to the Bank in relation to an Account, including to initiate
<br />payments and transfers against an Account, and to access and receive balance and transaction information (including account statements,
<br />inforrnation reporting and transaction advices) by any method of communication, including the Bank's electronic channels, facsimile
<br />transmission, in writing, by telephone and SWIFT, and the Bank is authorized to act on such Instructions and provide such access as described
<br />in this Section and Section 2.1 (Thins Party Instructions) below. Subject to the Third Party's completion of documentation required by the Bank,
<br />the Bank is authorized to act upon any Instructions issued in the name of any authorized person of the Third Party who has been nominated by
<br />the Third Party in a form acceptable to the Bank, and such authorized person shall be deemed an Authorized Person with respect to the
<br />provisions of these Account Terms relating to the use of the Accounts and the giving of Instructions with respect to the Accounts. The
<br />Customer may revoke an Access Request at any time by giving the Bank written notice of such revocation.
<br />2. Instructions; Security Procedures.
<br />2.1 Security Procedures Generally. When issuing Instructions, the Customer is required to follow the Bank's security procedures as
<br />communicated to the Customer by the Bank from time to time, including the procedures set forth herein, and shall be bound by such security
<br />procedures for use of the Service. Upon receipt of an Instruction, the Bank will use the security procedures to verify that the Instruction is
<br />effective as that of the Customer. A security procedure may require the use of algorithms or other codes, identifying words or numbers,
<br />encryption, call back procedures or similar security devices. It is understood that the purpose of the security procedure is to verify the
<br />authenticity of, and not to detect errors in, Instructions. The Customer shall safeguard the security procedure and make it available only to
<br />persons that it has authorized. Any Instruction, the authenticity of which has been verified through such security procedure, shall be effective
<br />PN: 1125418 DOC ID: 5 Page 17 of 51
<br />
|