Corporate Rewards Terms and Conditions

This document describes the terms and conditions for the Bank of the West Corporate Rewards Card Program ( the "Program"). Please refer to the Credit Card Cardholder agreement for specific terms related to your Corporate Credit Card account. You can obtain a copy of the Credit Card Cardholder Agreement by calling (866) 683-9893 between 6:30 am and 5:00 pm Pacific Time

1.     General

By requesting to participate in the Program in connection with your Bank of the West Corporate Credit Card account (the "Card Account") issued to the Company or the Company's Employees, you agree to be bound by these Corporate Rewards Terms and Conditions (these"Terms"). In these Terms, the words "you" or "your" mean the Company which applied for or requested to participate in the Program. "Employee" means the officers, members, managers, partners, employees, agents, or representatives designated and authorized to use the Card Account, now or in the future. The words "we", "us", "our" or "Bank" mean Bank of the West. "Company Account" means the Company's master account for all Card Accounts. "Rewards Account" means the account that accumulates points ("Points") that can be used to obtain rewards ("Rewards"). "Corporate Accrual" means that the Rewards Account is linked to the Company Account. "Individual Accrual" means that the Rewards Account in linked to an individual Card Account other than the Company Account. "Large Ticket Transaction" means a Purchase where Bank receives a diminished merchant interchange rate from the card network (e.g., Mastercard) due to the amount of the Purchase. "Merchant Partner Program" means a program of a card network in which a merchant negotiates reduced interchange for Purchases with the card network. "Billing Account" means the account that receives a billing statement (upon request, a non-billing account may receive memo statements). Unless otherwise defined in these Terms, capitalized terms shall have the meanings given in the Commercial Card Agreement between the Company and the Bank.

2.     Rewards Eligibility

a) You must have a Card account or a Company account linked to a Rewards Account to participate in the Rewards Program.

b) The current Annual Rewards Fee is $85.00 per Rewards Account. This fee will be charged to the Billing Account for the Card account linked to the Rewards Account shortly after you join the Rewards Program and willbe automatically charged each year unless such Card account is closed by you or us.

c) Any failure to comply with these Terms, or any fraud or misrepresentation of any information furnished to us or our affiliates by you or anyone acting on your behalf, may result in us terminating your participation in the Rewards Program. If your participation in the Rewards Program is terminated for any reason, all Points earned under your Rewards Account will be forfeited.

d) In order to earn or redeem Points under the Rewards Program, the Card account linked to your Rewards Account must be open and in good standing. A Card account is not in good standing if a payment is not received by the due date or if the Card account is over the credit limit, subject to bankruptcy, involved in fraud, charged off, closed by you or us (as determined in Bank's sole discretion), or otherwise in default under these Terms, your Credit Card Cardholder Agreement, or the Commercial Card Agreement between the Company and Bank.

3.     Accumulation of Reward Points

a) When you select Corporate Accrual, all Purchases from all Card Accounts under the Company Account will earn points towards the Rewards Account. When you select Individual Accrual, all Purchases from the corresponding Card Account will earn points towards the linked Rewards Account.

b) We reserve the right to terminate the Rewards Program, in whole or in part, at any time with or without notice to you. We will attempt to give advance notice to you before terminating the Rewards Program, unless immediate changes are required by law or by other circumstances beyond our control.

c) The Rewards Program is void where prohibited by federal, state or local law.

d) Points will be tracked at https://bankofthewestcorporaterewards.com/

e) Bank reserves the right to deduct from the Rewards Account any Points that have been incorrectly awarded.

f) Only Purchases made with Mastercard Card Accounts earn Points. You will not earn Points on Purchases made with Visa Card Accounts.

4.     Redemption of Points.

In order to earn or redeem Points for rewards under the Rewards Program, the Card account linked to the Rewards Account must be open and in good standing.

a) Points may be redeemed for Rewards in any designated individual's name, but can only be redeemed by the Administrator of the Rewards Account or the Administrator's designate. Points are considered fully redeemed when a Reward is issued or mailed to you.

b) Points may be combined from designated Rewards Accounts under the same Company Account to redeem a Reward. Points may not be used in conjunction with any other type of promotion, frequency reward program, or certificates.

c) Bank maintains procedures to protect the availability of the Rewards redemption system. However, if the Rewards redemption system becomes temporarily unavailable, Bank is not responsible for providing alternative redemption options and Bank has no liability to you.

5.     Expiration of Points

If the Card account linked to the Rewards Account has no Eligible Purchases for six consecutive months, all accumulated Points shall expire. Expired Points may be reinstated for a fee. This fee will be calculated as 0.50% of the total amount of expired Points and will be charged to the Billing Account.

6.     Termination of Points

a) Accumulated Points are not your property and cannot be bought, sold or transferred in any way. Any violator of the foregoing restriction is subject to Card account termination, deduction of Points from the Rewards Account linked to the Card account, and/or liability for damages and litigation and transaction costs. You or anyone claiming through you, are not entitled to compensation from us or anyone else if Points are lost, forfeited or terminated in any way.

b) If the Billing Account for the Card account linked to the Rewards Account is past due 60 days at any time (i.e., two payments have been missed), all accumulated Points shall be forfeited. Once the Billing Account returns to good standing, forfeited Points may be reinstated for a fee. This fee will be calculated as 0.50% of the total amount of forfeited Points and will be charged to the Billing Account.

c) If the Card account linked to the Rewards Account is closed by us or you for any reason, all Points will be forfeited.

7.     Rewards Program Limitation of Liability

Neither we nor any of our agents shall be liable for any bodily harm and/or property damage which may result from your participation in the Rewards Program or for the performance by the rewards provider. We do not endorse, guarantee or warrant the goods and services offered by any airline, cruise provider, lodging establishment or any other vendor participating in the Rewards Program. To the fullest extent permitted by law, we and any of our agents hereby specifically disclaim any representations or warranties, express or implied, regarding the Rewards Program, Points, travel awards, and any products or services, including any warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance. You will consult your tax advisor concerning any income or other tax consequences that may be related to the Rewards Program. Liability for any applicable federal, state or local tax arising out of the accumulation or redemption of Points shall be your sole responsibility.

8.     Changing or Terminating Rewards Program

a) We can change, add to, delete, or otherwise modify the Rewards Program, the Rewards, or the Points, upon notice to you even though such change may affect your ability to use accumulated Points. Your continued participation in the Rewards Program after any change shall be deemed to be your acceptance of any such change. If you do not agree to any change, you must immediately cease participation in the Rewards Program. The accumulated Points do not entitle you to any vested rights with respect to Points, Rewards, credits or benefits.

b) We reserve the right to terminate the Rewards Program, in whole or in part, at any time with or without notice to you. We will attempt to give advance notice to you before terminating the Rewards Program, unless immediate changes are required by law or by other circumstances beyond our control.

c) The Rewards Program is void where prohibited by federal, state or local law.