International Payment Brand from Japan

JCB Flight Management System

JCB FLIGHT MANAGEMENT SYSTEM ACCOUNT AGREEMENT

This Agreement governs the Flight Management System Account (“Account”) that JCB International Credit Card Co., Ltd. (“JCBI”) has established for your company (“Company”). By accepting or using this Account, Company agrees to all of the terms written below.

WHEREAS, Company agrees to use the Account for one of more of its designated employees (“Employee(s)”).

WHEREAS the Account is a non-card settlement account designed to use in the purchasing of airline tickets, miscellaneous charge orders (MCO) and tour orders for company authorized travel. Charges are billed to the Company via JCBI’s central or individual billing method.

WHEREAS Company wishes to have JCBI establish Account for the Company to facilitate the purchase, by Employees, of airline tickets from a travel agency and JCBI is willing to establish Account as set forth below.

1. Account:
Company hereby requests and authorizes JCBI to open the Account in the name of the Company and make the Account available to the Employees as authorized users of the Account in accordance with JCBI’s procedures. Company agrees to notify JCBI promptly of any changes in the information provided on the Flight Management System Application.

Company understands that use of the Account is restricted to the purchase of airline tickets, MCO and tour orders only through the travel agency selected by Company and the Account is not to be given to any other merchant, company, and/or unauthorized person for their charging purposes.

2. Account Liability:
Company promises to pay and is fully liable for all charges made by each designated Employee pursuant to this agreement whether or not Company authorized the charges and whether or not charges exceed any charge limit. However, if Company notifies JCBI of unauthorized use and cooperates with JCBI during the investigation of transactions in question, Company will not be liable for unauthorized use should the use prove to be fraudulent.

3. Charge Limit:
JCBI may, from time to time reevaluate and change the charge limit for the Account. Company agrees that it will not permit its Employees to make charges against the Account that result in the Account balance exceeding this limit.

4. Billing Statements:
JCBI will periodically send a billing statement showing charges on the Account and Company is liable for all charges appearing on the billing statement whether or not the charges are authorized by the Company. Payments must be received by JCBI by the scheduled Payment Due Date as indicated on the billing statement. The billing statement is payable in U.S. dollars with a money order, check or draft drawn on a financial institution in the United States. Payments made by drawings on financial institutions located outside the United States are subject to collection fees, and Company agrees to reimburse JCBI for any such fees assessed to JCBI.

5. Payments
Payments received by 9:30 a.m. Pacific time Monday through Friday (except for holidays) will be posted on the same day of the receipt. Payments received after 9:30 a.m. Pacific time may not be credited until the next business day. Payments must be sent to the payment address shown on the statement and must include the remittance coupon from the statement. The account number must be included on all payments. If the payment does not conform to these requirements, crediting may be subject to a delay. The post-dated checks will be deposited upon receipt.

6. Credit Balance
If a credit balance (represent by an amount with a minus “-“ sign) is shown on the statement, it represents money owed to Company. If Company does not make sufficient charges against the credit balance or request a refund, we will issue a check to Company for the credit balance if the amount is $1.00 or more within 30 days after expiration of the six month period following the date of the first statement indicating the credit balance. To obtain a refund of a credit balance, please write to us at JCB International Credit Card Co., Ltd., 800 W. Sixth Street, Suite 200, Los Angeles, CA 90017.

7. Financial and Other Information:
Company agrees to provide JCBI with current financial statements and new credit information, from time to time, upon request. From time to time, JCBI will release information about its experience with Company, and its credit records, to credit bureaus and others. JCBI can reinvestigate any information, request credit bureau reports and otherwise verify Company’s credit standing. Company agrees to provide JCBI with any information that JCBI reasonably and lawfully requests concerning use of the Account, as well as any documentation or supporting information related to that use. Company also agrees to cooperate with JCBI in any investigation, litigation , or prosecution arising from the use of the Account.

8. Currency Conversion:
If Company uses the Account for a transaction in a currency other than U.S. dollars, we and our affiliate company will convert such transaction amount into U.S. dollars pursuant to the then-applicable conversion procedures and operating regulations. Currently, we and our affiliate company use wholesale exchange rates, with the exception of certain currencies where there are government-mandated exchange rates. In each case, such applicable rate will be increased by 1.1% by our affiliate company as an exchange fee and we will bill Company for the U.S. dollar amount so calculated. If a credit is issued for a transaction, the credit amount will be calculated in the same manner. The currency conversion rate used on the conversion date may differ from the rate in effect on the date Company transacts on the Account or the date on which such transaction is posted. Company agrees to accept such converted amount in U.S. dollars.

9. Fees and Costs:
Company will pay the costs of collecting on the Account, including court costs and reasonable attorney’s fees and costs, whether or not a lawsuit is filed. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or otherwise arises out of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and court costs in addition to any relief which the court deems proper.

Dishonored Check Charge: Company agrees to pay a $10.00 charge for each dishonored check or money order presented to JCBI for payment.

Late Charge: ate Charge: If we do not receive payment in full for the amount on your monthly billing statement as the “Total Payment Due” within fifteen (15) days of the next Billing Cycle Closing Date (or forty-five (45) days of the next Billing Cycle Closing Date), we may impose a late charge as permitted by applicable law as follows: (i) for residents of California under California State Law, no late charge will be imposed, and (ii) for non-California residents, we may impose a late charge of one and one-quarter percent (1.25%) of the unpaid amount (but at least $5.00), with the maximum amount of $999.99.

Service Charges: If Company requests a duplicate statement or a copy of any sales draft or other document concerning any charge reflected on a billing statement, JCBI will supply copies and maintains the right to charge $5.00 for each copy. If Company requests information that requires research, a fee of $15.00 per hour may be charge to the Account. However, if any request for copies or research is made to dispute a charge on the Account, and it was determined that the charge was in error, JCBI may credit the Account for any service charges imposed.

10. Responsibility for Disputes with Travel Agency or Airlines:
JCBI will not be responsible if any travel agency or airline refuses to honor the Account, refuses to issue a requested ticket, or any other loss or damage suffered by Company as a result of its use of the Account for the purchase of airline tickets. If Company has a dispute concerning any flight tickets purchased using the Account, Company is responsible for resolving the dispute directly with the travel agency or airline.

11. Authorizations:
JCBI reserves the right to deny authorization on any purchase transaction. Company agrees that neither JCBI, nor any authorization or processing service that JCBI uses, shall be liable for any authorization denial.

12. JCB Cash Back Program :
Company is eligible to receive JCB Cash Back Points when the Account is used for purchase (but not cash advances, check advances, finance charges, and other fees and charges). Company will earn one JCB Cash Back Point for every $200.00 in new purchase transactions (net of purchases, credits, chargebacks, and chargeoffs) posted to the Account during a billing period. JCB Cash Back Points will appear on the Account monthly billing statement.
If the Account has at least ten JCB Cash Back Points outstanding on the Account monthly billing statement, you may redeem the JCB Cash Back Points in writing. You are entitled to receive $1.00 for each JCB Cash Back Point redeemed, which will be disbursed to you in the form of a check. Rebates for closed or past due status accounts will not be processed.
JCB Cash Back Points earned in one calendar year will expire at the end of February in the following calendar year. Beginning March 1st, any JCB Cash Back Points earned in the previous calendar year can no longer be redeemed.

13. Termination:
JCBI may terminate this Agreement at any time, with or without cause, upon written notice to the Company. However, any such termination may be immediate and without notice if Company: (a) fails to make any payment when due; (b) supplies JCBI with any inaccurate information intentionally; (c) becomes insolvent or bankrupt; (d) becomes (in JCBI’s reasonable determination) unable or unwilling to its debts or breaches any promise or obligation under this Agreement; or (e) uses the Account for any other purpose than what the Account is intended to be used for, as described in this Agreement in Section 1.
Company may terminate this Agreement by providing written notice to JCBI. Company agrees to indemnify JCBI and hold it harmless for any loss, damage or liability arising out of a claim against JCBI for wrongful termination of Account if Company requested the termination.
If the Account is terminated for any reason, Company remains responsible for payment of all outstanding transactions, including those that have not yet been posted to the Account on the termination date, as well as accrued and future charges and fees, until these outstanding amounts are paid in full.

14. Waivers:
JCBI may waive or decline to enforce any of its rights under this Agreement at any time without affecting its ability to enforce those same rights at another time. JCBI’s ability to enforce its remaining rights is not affected if it waives any of its rights. JCBI may accept late payments or partial payment (even if marked “payment in full”) without giving up any of its rights. Should any provision of this Agreement be determined to be invalid or unenforceable under any rule or regulation, that determination will not affect the validity or enforceability of another provision of the Agreement.

15. Change in Terms:
JCBI may change the terms of this Agreement, including terms relating to fees and charges that may be imposed on the Account, at any time. If it does, it will provide Company with the changes in writing before the effective date of the changes. Company will be bound by these changes if it fails to notify JCBI promptly in writing that it wishes to terminate this Agreement, or if charges are made to the Account after Company is notified of the changes. JCBI reserves the right to apply any new terms both to new transactions and to unpaid amounts on the Account.

16. Assignment:
Neither party to this Agreement will assign this Agreement to any other party without obtaining the written consent of the other, and any such attempted assignment shall be void. Notwithstanding the preceding sentence, JCBI may assign this Agreement to its parent, subsidiaries or affiliates or to successor or surviving corporation of any such entity without Company’s written consent.

17. Governing Law:
This Agreement is governed by and interpreted and enforced in accordance with the laws of the State of California.

18. Agreement Authorized and Enforceable:
Company warrants that it has duly entered into this Agreement and that it is enforceable against Company according to its terms.