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(m) "Charge Limit" applies to both the Account and each related Card Account, and means the maximum
<br /> aggregate unpaid balance of all Transactions and Program Fees and Charges that may be outstanding on the Account or the
<br /> Card Account at any time, as determined by the Bank.
<br /> (n) "Claim" means: (a) any pre- existing, present or future claim, dispute or controversy that arises from or in
<br /> any way relates to this Agreement, any Cardholder Agreement, the Account, any Card Account, any Card, the credit the Bank
<br /> offers or denies to Company, Cardholders and Employees in accordance with this Agreement, any Application, or the
<br /> benefits, rewards or other products or services that are offered in connection with this Agreement, the Account, any Card
<br /> Account or any Card; or (b) the acts or omissions of any Party, Bank Affiliate, Company Affiliate, Cardholder and Employee
<br /> if those acts or omissions affect or relate to this Agreement, the Account, any Card Account, any Card or any benefits,
<br /> rewards or other products or services related thereto. Claims include, but are not limited to, claims based on contract and tort
<br /> (including intentional torts), claims made in law or in equity, claims based on constitutional, statutory, regulatory and
<br /> common law rights, and claims for damages, penalties and injunctive, declaratory or equitable relief.
<br /> (o) "Class Proceeding" means any Claim or Claims brought by or on behalf of a class, brought in a
<br /> representative capacity or otherwise on a class basis, or brought in the form of a private attorney general action, regardless of
<br /> whether they are commenced in court or in arbitration.
<br /> (p) "Company Affiliate" means all entities that are Controlling, Controlled by or under common Control with
<br /> the Company.
<br /> (q) "Company Marks" shall mean the trademarks, service marks, trade names, names, logos, copyrights and
<br /> other proprietary materials and information owned by Company or a Company Affiliate.
<br /> (r) "Confidential Information" of the Bank shall have the meaning assigned in Section 16.1 and "Confidential
<br /> Information" of the Company shall have the meaning assigned in Section 16.2.
<br /> (s) "Consolidated Billing Statement" means a periodic statement the Bank prepares to disclose the applicable
<br /> balances, Transactions, and Program Fees and Charges due from the Company for the Account and all applicable Card
<br /> Accounts at the end of each billing cycle.
<br /> (t) "Control" means possessing, directly or indirectly, the power to direct or cause the direction of the
<br /> management policies or operations of any entity, whether through ownership of voting securities, by contract, or otherwise.
<br /> (u) "Devices" mean the security codes, passwords, and other security materials required for access to the
<br /> Online Services System, as further described in the User Guide.
<br /> (v) "Employee" means an employee, agent, contractor, director, or officer of the Company or a Company
<br /> Affiliate.
<br /> (w) "Guarantee" shall have the meaning assigned in Section 2.2.
<br /> (x) "Guaranteed Account" shall have the meaning assigned in Section 2.2.
<br /> (y) "Initial Term" shall have the meaning assigned in Section 19.1.
<br /> (z) "Merchant Category Code" means a code that a Card Association has assigned to identify the principal
<br /> business of a vendor, merchant or other third party that accepts payments from customers made with Cards and Card
<br /> Accounts.
<br /> (aa) "Online Account Information" means information about the Program, Account, Card Accounts,
<br /> Cardholders, Employees, and pending and posted Transactions, which the Bank provides and makes available to the
<br /> Company in connection with its use of the Online Services System.
<br /> (bb) "Online Services" shall have the meaning assigned in Section 21.1.
<br /> (cc) "Online Services Materials" means the User Guide and all other documents and materials the Bank
<br /> provides or makes available to the Company in connection with its use of the Online Services, the Online Services Software,
<br /> and the Online Services System.
<br /> (dd) "Online Services Software" means the software accessible to the Company through the Online Services
<br /> System, in connection with its use of Online Services.
<br /> (ee) "Online Services Software License" means the personal, nonexclusive and nontransferable license the Bank
<br /> grants to the Company, and the Company accepts from the Bank, to use software accessible to the Company through the
<br /> Online Services System.
<br /> (ff) "Online Services System" means one or more operating systems, applications, and platforms through
<br /> which the Bank provides or makes available Online Services to the Company, as described more specifically through the
<br /> User Guide.
<br /> (gg) "Operating Rules" mean the operating rules and regulations of a Card Association, the Bank, or both, as
<br /> amended from time to time.
<br /> (hh) "Payment Due Date"' means the date after each Statement Date for the Account and each Card Account by
<br /> which payment to the Bank is due from the Company and/or its Cardholders.
<br /> (ii) "Pricing Schedule" means terms, conditions, and limitations set forth in Schedule A to this Agreement, as
<br /> amended by the Bank from time to time in accordance with Section 17.2, including all Program Fees and Charges the
<br /> Company, Employees and Cardholders must pay the Bank and any compensation or incentive payments the Bank must pay
<br /> the Company.
<br /> Louisville CO Commercial Card Agreement 4Q10 v1.DOC Page 2 of 22
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