BENTO PREPAID MASTERCARD®

CARDHOLDER AGREEMENT

Terms and Conditions

IMPORTANT – PLEASE READ CAREFULLY

This Cardholder Agreement (“Agreement”) outlines the terms and conditions under which the Bento Mastercard Prepaid Card has been issued to you by Community Federal Savings Bank (“Community Federal Savings Bank or “Issuer”). The Issuer is an FDIC insured member institution.

Write down your Card Number and the Customer Service Number provided in this Agreement on a separate piece of paper in case your Card is lost, stolen, or destroyed. Keep the paper in a safe place. Please read this Agreement carefully and keep it for future reference.

NOTE:  this Agreement only governs your use of the Card, not your overall participation in the  Bento for Business Program.  Participation in that program is pursuant to your separate Terms of Service with Bento Technologies, Inc. (“Bento”) (d/b/a Bento for Business), which you can find here: https://bentoforbusiness.com/legal/terms-service/.  We are not a party to that separate agreement and have no rights or obligations under it.

KEY DEFINITIONS

“Account Owner,” “you” and “your” mean the entity that has qualified for and established a Card Account pursuant to this Agreement.

“Authorized User” means any designated person you authorize to use the Card on your behalf and subject to all of the obligations set out in this Agreement that apply to you.

“Business days” means Monday through Friday, excluding federal holidays, even if we are open. Any references to “days” found in this Agreement are calendar days unless indicated otherwise.

“Card” means the  Bento Business Mastercard Prepaid Card issued to you by Community Federal Savings Bank solely for business use. By activating or using the Card, you agree to be bound by the terms and conditions contained in this Agreement.

“Card Number” is the 16-digit number embossed or printed on the front of your Card.

“Card Account” means the records we maintain to account for the value of transactions that occur in connection with the Card. “Servicer” means Bento Technologies, Inc. (d/b/a Bento for Business) (hereinafter “Bento”), which provides the customer service for the Card.

“We,” “us,” and “our” mean the Issuer, our successors, affiliates or assignees.

IMPORTANT TERMS

The Account Owner is responsible for informing each Authorized User of the terms in this Agreement.  Each Authorized User must accept and agree to be bound by this Agreement in order to receive and use the Card.

You acknowledge and agree that the value available in the Card Account is limited to the funds that you have loaded into the Card Account or have been loaded into the Card Account on your behalf. You agree that any Authorized User will sign the back of the Card immediately upon receipt.  The expiration date of the Card is identified on the front of your Card. The Card is a prepaid card. The Card is not a credit card. The Card is not for resale. You will not receive any interest on your funds in the Card Account. The Card will remain the property of the Issuer and must be surrendered upon demand. The Card is nontransferable and it may be canceled, repossessed, or revoked at any time without prior notice subject to applicable law. The Card is not designed for personal, family, or household use, and we may close your Card if we determine that it is being used for personal, family, or household purposes. We may refuse to process any transaction that we believe may violate the terms of this Agreement.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW CARD ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each entity or person who opens a Card Account. What this means for you: When you open a Card Account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see a copy of your driver’s license or other identifying documents. What this means for the Account Owner: when an Account Owner opens a Card Account, we will ask for the name, address, and phone number of the Account Owner and the names, addresses, dates of birth, and other information concerning each business administrator and principal owner that will allow us to identify the business account owner and its business administrator and/or principal owners. We may also ask to see a copy of each business administrator’s and/or principal owners’ driver’s licenses or other identification documents or organizational documents of the Account Owner.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OBTAINING A CARD

When you (or an Authorized User) request(s) a Card connected to a Card Account, we will ask for certain information from or regarding the Authorized User.  Under certain circumstances, we may request verification of employment, driver’s license or other identifying documents.

CONSENT TO USE ELECTRONIC SIGNATURES AND COMMUNICATIONS

          Your Consent

To the extent permitted by applicable law, you consent to use electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all services provided to you under this Agreement and in connection with your relationship with us (collectively, “Communications”) that we may otherwise be required to send or provide you in paper form (e.g., by mail). By accepting and agreeing to this Agreement electronically, you represent that: (1) you have read and understand this consent to use electronic signatures and to receive Communications electronically; (2) you satisfy the minimum hardware and software requirements specified below; and (3) your consent will remain in effect until you withdraw your consent as specified below.

          Your Right to Withdraw Your Consent

Your consent to receive Communications electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further Communications electronically at any time by contacting us at:

Bento for Business
Cardholder Services
PO Box 190608
San Francisco CA 94119

If you withdraw your consent to receive Communications electronically, we reserve the right to close your Card Accounts if you are the Primary Cardholder and return your remaining Card Account balance as set forth in this Agreement (in which case you will no longer be able to use your Card, except as expressly provided in this Agreement) or charge you a fee for paper copies of Communications. Any withdrawal of your consent to receive Communications electronically will be effective only after we have a reasonable period of time to process your withdrawal. Please note that your withdrawal of consent to receive Communications electronically will not apply to Communications electronically provided by us to you before the withdrawal of your consent becomes effective.

          You Must Keep Your Contact Information Current With Us

In order to ensure that we are able to provide Communications to you electronically, you must notify us of any change in your email address and your mobile device number or other text message address by updating your profile on https://bentoforbusiness.com/

          Copies of Communications 

You should print and save and/or electronically store a copy of all Communications that we send to you electronically.

          Hardware and Software Requirements

In order to access and retain Communications provided to you electronically, you must have: (1) a valid email address; (2) a computer or other mobile device (such as tablet or smart phone) that operates on a platform like Windows or a Mac environment; (3) a connection to the Internet; (4) a Current Version of Internet Explorer 11 (or higher), Mozilla Firefox  47.0, Safari 9.1, or Chrome 51; (5) a Current Version of a program that accurately reads and displays PDF files (6) a computer or device and an operating system capable of supporting all of the above; and (7) a printer to print out and save Communications in paper form or electronic storage to retain Communications in an electronic form. “Current Version” means a version of the software that is currently being supported by its publisher.

          Changes to Form of Communication

We reserve the right, in our sole discretion, to communicate with you in paper form. In addition, we reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications. Except as otherwise required by applicable law, we will notify you of any such termination or change by updating this Agreement on the Website or delivering notice of such termination or change electronically.

HOW TO CONTACT US

You may contact us in the following ways:

By Telephone (the “Customer Service Number”):  855-782-1827
By Email (the “Email Address”): support@bentoforbusiness.com
By Mail (the “Mailing Address”):

Bento for Business
Cardholder Services
PO Box 190608
San Francisco CA 94119

Through our website (the “Website”): https://bentoforbusiness.com/

FDIC INSURANCE

The funds in your Card Account are insured up to the maximum limit provided by the FDIC, provided we have been able to fully verify your identity.

ACTIVATE YOUR CARD

You must activate your Card before it can be used. You may activate your Card by calling the Customer Service Number or by visiting the Website. You will need to provide personal information in order to verify your identity.

PERSONAL IDENTIFICATION NUMBER

You will not receive a Personal Identification Number (“PIN) with your Card Account. You may create your own Personal Identification Number (“PIN) for your Card Account by calling the Customer Service Number. You should not write or keep your PIN with your Card. Never share your PIN with anyone. When entering your PIN, be sure it cannot be observed by others and do not enter your PIN into any terminal that appears to be modified or suspicious. If you believe that anyone has gained unauthorized access to your PIN, you should advise us immediately following the procedures in the paragraph labeled “Your Liability for Unauthorized Transfers.”

AUTHORIZED USERS

The Primary Cardholder is responsible for all authorized transactions initiated and fees incurred by use of your Card. If you permit another person to have access to your Card or Card Number, we will treat this as if you have authorized such use and you will be liable for all transactions and fees incurred by those persons. You are wholly responsible for the use of each Card according to the terms and conditions of this Agreement.

SECONDARY CARDHOLDERS

Current Debit Card cardholders who continue to meet the original Debit Card eligibility requirements may request secondary Debit Cards. The Primary Cardholder warrants and agrees that he or she will be liable for all charges incurred by the secondary cardholders to the same extent and as if they were charges made by the primary cardholder.

YOUR REPRESENTATIONS AND WARRANTIES

By activating the Card or by retaining, using or authorizing the use of the Card, you represent and warrant to us that: (i) You are at least 18 years of age (or older if you reside in a state where the majority age is older); (ii) you are a U.S. citizen or alien residing in the United States or the District of Columbia; (iii) you have provided us with a verifiable U.S. street address (not a P.O. Box); (iv) the personal information that you provide to us in connection with the Card is true, correct and complete; (v) you received a copy of this Agreement and agree to be bound by and to comply with its terms; and (vi) you accept the Card.

CASH ACCESS

With your PIN, the Account Owner may use a Card to obtain cash from any Automated Teller Machine (“ATM”) or any Point-of-Sale (“POS”) device, as permissible by a merchant, that bears the Mastercard®, Maestro®, Pulse®, or Cirrus® Acceptance Marks. All ATM transactions are treated as cash withdrawal transactions. An Account Owner may use a Card at an ATM. There may be limits on transactions which may be found in the Fee Schedule and Limitations table.  Authorized Users cannot obtain cash using a Card at an ATM or POS device.

LOADING YOUR CARDS

You may add funds to your Card, called “value loading”, at any time; the initial value load, as well as each value reload is referred to in this Agreement as a “load”. The minimum amount of a load is $10.00. You may load your Card via ACH load from your Savings or Checking account. Limitations on amounts that may be added to your card may are set by the Bank. In addition, Bento may impose different load limitations or allow other mechanisms to load. You can obtain information on how to load your Card Account at the Website. Information on when you will have access to your funds varies based on how funds are loaded.  More details are available at the Website. Personal checks, cashier’s checks, and money orders sent to the Issuer or Servicer are not an acceptable form of loading. All checks and money orders sent for Card loading will be returned unless the full amount may be applied towards a negative balance, in which case the check or money order may or may not be loaded to the Card at our discretion.

USING YOUR CARD/FEATURES

Your Card may be used for retail purchases, telephone or Internet purchases, ATM withdrawals and transfers. There are limitations on these transactions as well as limitations on the loading and card balance.  This information may be found on the Fee Schedule and Limitations table.

You may use your Card to purchase or lease goods or services everywhere Debit Mastercard and Maestro cards are accepted as long as you do not exceed the value available on your Card Account. Some merchants do not allow cardholders to conduct split transactions where you would use the Card as partial payment for goods and services and pay the remainder of the balance with another form of legal tender. If you wish to conduct a split transaction and it is permitted by the merchant, you must tell the merchant to charge only the exact amount of funds available on the Card to the Card. You must then arrange to pay the difference using another payment method. Some merchants may require payment for the remaining balance in cash. If you fail to inform the merchant that you would like to complete a split transaction prior to swiping your Card, your Card is likely to be declined.

If you use your Card at an automated fuel dispenser (“pay at the pump”), the merchant may preauthorize the transaction amount up to $100 or more. If your Card is declined, even though you have sufficient funds available, pay for your purchase inside with the cashier. If you use your Card at a restaurant, a hotel, for a car rental purchase, or for similar purchases, the merchant may preauthorize the transaction amount for the purchase amount plus up to 20% or more to ensure there are sufficient funds available to cover tips or incidental expenses incurred. Any preauthorization amount will place a “hold” on your available funds until the merchant sends us the final payment amount of your purchase. Once the final payment amount is received, the preauthorization amount on hold will be removed. It may take up to 10 days for the hold to be removed. During the hold period, you will not have access to the preauthorized amount.

If you use your Card number without presenting your Card (such as for a mail order, telephone, or Internet purchase), the legal effect will be the same as if you used the Card itself. For security reasons, we may limit the amount or number of transactions you can make on your Card. Your Card cannot be redeemed for cash. You may not use your Card for online gambling or any illegal transaction.

Each time you use your Card, you authorize us to reduce the value available in your Card Account by the amount of the transaction and any applicable fees. You are not allowed to exceed the available amount in your Card Account through an individual transaction or a series of transactions. Nevertheless, if a transaction exceeds the balance of the funds available on your Card, you shall remain fully liable to us for the transaction and any applicable fees.

You do not have the right to stop payment on any purchase or payment transaction originated by use of your Card. You may not make preauthorized regular payments from your Card Account. If you authorize a transaction and then fail to make a purchase of that item as planned, the approval may result in a hold for that amount of funds for up to thirty (30) days. All transactions relating to car rentals may result in a hold for that amount of funds for up to sixty (60) days.

RETURNS AND REFUNDS

If you are entitled to a refund for any reason for goods or services obtained with your Card, you agree to accept credits to your Card for such refunds and agree to the refund policy of that merchant. Neither the Issuer nor Bento is responsible for the delivery, quality, safety, legality or any other aspects of goods or services that you purchase from others with a Card. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were provided.

CARD REPLACEMENT

If you need to replace your Card for any reason, please contact us at the Customer Service Number to request a replacement Card. You will be required to provide personal information which may include your Card Number, full name, transaction history, copies of accepted identification, etc. You may also order a replacement card at the Website.

TRANSACTIONS IN FOREIGN CURRENCIES

If an Authorized User obtain your funds or make a purchase in a currency other than the currency in which your Card was issued, the amount deducted from your funds will be converted by the Card network branded on the front of your Card, or one of its affiliates, into an amount in the currency of your Card Account. The exchange rate between the transaction currency and the billing currency used for processing international transactions is a rate selected by the Card network, or one of its affiliates, from the range of rates available in wholesale currency markets for the applicable central processing date, which may vary from the rate such Card network itself receives, or the government-mandated rate in effect for the applicable central processing date. We will also assess a Foreign Currency Fee equal to a percentage of the transaction amount (see the Fee Schedule above for details). Transactions made outside of the fifty United States and the District of Columbia are also subject to this Foreign Currency Fee even if they are completed in U.S. currency.

RECEIPTS

You should get a receipt at the time you make a transaction using your Card. You agree to retain, verify, and reconcile your transactions and receipts. Some merchants may not provide a receipt for small dollar purchases.

CARD ACCOUNT BALANCE/PERIODIC STATEMENTS

You are responsible for keeping track of your Card Account available balance. Merchants generally will not be able to determine your available balance. It is important to know your available balance before making any transaction. You may obtain information about the amount of money you have remaining in your Card Account by calling the Customer Service Number. This information, along with at least sixty (60) day history of Card Account transactions, is also available online at the Website. You will not receive paper statements.

STATEMENTS

You agree to pay us the fees set forth in the Fee Schedule set forth below.  Except as otherwise detailed below or where prohibited by law, all fee amounts will be withdrawn from your Card Account and will be assessed as long as there is a remaining balance on your Card Account. Any time your remaining Card Account balance is less than the fee amount being assessed, the balance of your Card Account will be applied to the fee amount resulting in a zero balance on your Card Account. The remainder of the fee due will be collected upon the next load to the Card..

* The owners of ATMs or other networks may impose an additional charge to use their terminals and you may be charged a fee for a balance inquiry even if you do not complete a fund transfer.  Such other fees and charges also will be deducted from your Card Account.

** If you withdraw cash or make a purchase in a foreign country in a currency other than U.S. dollars, the amount deducted from your funds will be converted to U.S. dollars by Mastercard using a rate selected by Mastercard based on the date the transaction is processed, which may be different than the rate on the date you made the transaction.  The currency conversion rate established by Mastercard is in addition to the Foreign Currency Fee described above.

Bento may impose fees as part of the Bento for Business program; those fees are described in your separate agreement with Bento at https://bentoforbusiness.com/legal/terms-service/.

If you use an ATM not owned by us for any transaction, including a balance inquiry, you may be charged a fee (sometimes referred to as an ATM surcharge) by the ATM operator even if you do not complete a withdrawal. This ATM fee is a third-party fee amount assessed by the individual ATM operator only and is not assessed by us. This ATM fee amount will be charged to your Card.

CONFIDENTIALITY

We may disclose information to third parties about your Card or the transactions you make:

1. Where it is necessary for completing transactions;
2. To our third party partners and vendors who assist us with the operation of the Card and provision of the cardholder services;
3. In order to verify the existence and condition of your Card for a third party, such as merchant;
4. In order to comply with government agency, court order, or other legal or administrative reporting requirements;
5. If you consent by giving us your written permission;
6. To our employees, auditors, affiliates, service providers, or attorneys as needed; or
7. Otherwise as necessary to fulfill our obligations under this Agreement.

OUR LIABILITY FOR FAILURE TO COMPLETE TRANSACTIONS

If we do not properly complete a transaction from your Card on time or in the correct amount according to our Agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

• If through no fault of ours, you do not have enough funds available on your Card to complete the transaction;
• If a merchant refuses to accept your Card;
• If an ATM where you are making a cash withdrawal does not have enough cash;
• If an electronic terminal where you are making a transaction does not operate properly, and you knew about the problem when you initiated the transaction;
• If access to your Card has been blocked after you reported your Card as lost or stolen;
• If there is a hold or your funds are subject to legal or administrative process or other encumbrance restricting their use;
• If we have reason to believe the requested transaction is unauthorized;
• If circumstances beyond our control (such as fire, flood, or computer or communication failure) prevent the completion of the transaction, despite reasonable precautions that we have taken; or
• Any other exception stated in our Agreement with you.

YOUR LIABILITY FOR UNAUTHORIZED TRANSFERS

Contact us at once if you believe your Card has been lost or stolen. Telephoning is the best way to minimize your possible losses. If you believe your Card has been lost or stolen, or that someone has transferred or may transfer money from your Card Account without your permission, call us at the Customer Service Number. We will not assess any liability for unauthorized card transactions on your Card Account if you notify us within two (2) business days and you exercise reasonable care in safeguarding your Card from loss, theft, or unauthorized use. This reduced liability does not apply if a PIN is used as the method of verification for a disputed transaction or you have reported two (2) or more incidents of unauthorized use in the immediately preceding twelve (12) month period. If you notify us within two (2) business days of any unauthorized transactions, you can lose no more than $50.00 if someone used your Card without your permission. If you do not notify us within two (2) business days after you learn of the loss or theft of your Card and we can prove that we could have stopped someone from using your Card without your permission if you had promptly notified us, you could lose as much as $500.00 or more.

Also, if you become aware of or the Website shows transactions that you did not make, notify us at once following the procedures stated in the paragraph labeled “Information About Your Right to Dispute Errors”. If you do not notify us in writing within sixty (60) days after you become aware of the transaction and/or after the transaction history was made available to you, you may not get back any value you lost after the sixty (60) days if we can prove that we could have stopped someone from taking the value if you had notified us in time and you are grossly negligent or fraudulent in the handling of your Card. If your Card has been lost or stolen, we will close your Card Account to prevent further losses.

YOUR LIABILITY FOR UNAUTHORIZED MASTERCARD PREPAID CARD TRANSACTIONS

In addition to your limitations of liability under the section above entitled “Your Liability for Unauthorized Transfers”, your liability for the unauthorized use of your Card Account may also be limited by Mastercard.

Under the Mastercard rules, you will have no liability for a transaction that was not authorized by you if you exercised reasonable care in safeguarding the Card from risk of loss or theft, and, upon becoming aware of such loss or theft, promptly reported such loss or theft to us by calling us at our Customer Service Number (the “Mastercard Zero Liability Policy”).  The Mastercard Zero Liability Policy is subject to change without notice and changes made by Mastercard will automatically apply to your Card Account.

These provisions limiting your liability do not apply to debit transactions not processed by Mastercard.

AUTHORIZED USERS ARE NOT THIRD-PARTY BENEFICIARIES

Authorized Users are not third-party beneficiaries of this Agreement and may not bring any action or assert any claim to enforce any rights or obtain any remedies under this Agreement.

OTHER MISCELLANEOUS TERMS

Your Card and your obligations under this Agreement may not be assigned or transferred. We may assign or transfer our rights under this Agreement. Use of your Card is subject to all applicable rules and customs of any clearinghouse or other association involved in transactions.

SEVERABILITY

If a court finds any provision of this Agreement invalid or unenforceable such finding shall not make the rest of this Agreement invalid or unenforceable. To the fullest extent possible, any such provision shall be deemed to be modified so as to be rendered enforceable or valid; however, if such provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable. This Agreement will be governed by the laws of the State of New York except to the extent governed by federal law.

AMENDMENT AND CANCELLATION

We may amend or change the terms and conditions of this Agreement at any time. You will be notified of any change in the manner provided by applicable law prior to the effective date of the change. However, if the change is made for security purposes, we can implement such change without prior notice. We may cancel or suspend your Card or this Agreement at any time. If i) after an initial load your Card Account balance is $0.00 and your Card has been inactive for three (3) or more months; or ii) we learn that a settlement will not be loaded to the Card and no other loads have been made, your Card Account may be closed. You may cancel this Agreement by returning the Card to us. Your cancellation of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to termination.

We may close this Card or temporarily or permanently limit specific activities the Card can perform at any time upon suspecting or observing potentially fraudulent activity or activity otherwise prohibited by this agreement. In the event that your Card Account is cancelled, closed, or terminated for any reason, you may request the unused balance to be returned to you via a check to the mailing address we have in our records. There is a fee for this service. Please refer to the Fee Schedule and Limitations table.

INFORMATION ABOUT YOUR RIGHT TO DISPUTE ERRORS

In case of errors or questions about your Card Account, call the Customer Service Number or write to:

Bento for Business
Cardholder Services
PO Box 190608
San Francisco CA 94119

We will allow you to report an error until sixty (60) days after the earlier of the date you electronically access your Card Account, if the error could be viewed in your electronic history, or the date we sent the FIRST written history on which the error appeared. You may request a written history of your transactions at any time by calling or writing us at the contact information listed above. You will need to tell us:

1. Your name and Card Account number;
2. Why you believe there is an error, and the dollar amount involved; and
3. Approximately when the error took place.

If you provide this information orally, we may require that you send us your complaint or question in writing within ten (10) business days.

We will determine whether an error occurred within ten (10) business days of hearing from you and will correct any error promptly. If we need more time, however, we may take up to forty-five (45) days to investigate your complaint or question. If we decide to do this, we will credit your Card Account within ten (10) business days for the amount you think is in error, so that you will have use of the money during the time it takes us to complete our investigation. If you do not have federal payments (for example, Social Security benefits, tax refunds or other government payments) deposited to your Card Account, we may not credit your Card. If we ask you to put your question or complaint in writing and you do not provide it within ten (10) business days, we may not credit your Card.

For errors involving Cards, POS transactions, or foreign-initiated transactions, we may take up to ninety (90) days to investigate your complaint or question.

We will tell you the results within three (3) business days after completing the investigation. If we decide that there was no error, we Vi1l send you a written explanation. Copies of the documents used in the investigation may be obtained by contacting us at the phone number or address listed at the beginning of this section. If you need more information about our error-resolution procedures, contact us at the telephone number or address shown above.

ENGLISH LANGUAGE CONTROLS

Any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.

CUSTOMER SERVICE

For customer service or additional information regarding your Card, please contact us at:

Bento for Business
Cardholder Services
PO Box 190608
San Francisco CA 94119

Bento for Business Customer Service agents are available to answer your calls at our Customer Service Number Monday through Friday, 9am to 5pm Pacific Time, excluding federal holidays.

ENGLISH LANGUAGE CONTROLS

Any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.

TELEPHONE MONITORING/RECORDING

From time-to-time, we may monitor or record telephone calls between you and us to assure the quality of our customer service or as required by applicable law.

NO WARRANTY REGARDING GOODS OR SERVICES AS APPLICABLE

We are not responsible for the quality, safety, legality, or any other aspect of any goods or services you purchase with your Card. Any such disputes should be addressed to the merchants from whom the goods and services were purchased.

WAIVER

We do not waive our rights by delaying or failing to execute them at any time. To the extent permitted by law and as permitted by the Arbitration below, you agree to be liable to us for any loss, costs, or expenses that we may incur as a result of any dispute or legal proceeding involving your Card Account.

ARBITRATION

NOTICE: THIS AGREEMENT REQUIRES ALL DISPUTES BE RESOLVED BY WAY OF BINDING ARBITRATION UNLESS YOU OPT-OUT AS DETAILED IN THE ARBITRATION SECTION BELOW. READ THIS ARBITRATION PROVISION. UNLESS YOU ACT PROMPTLY TO REJECT THE ARBITRATION PROVISION BY OPTING OUT IN ACCORDANCE WITH PARAGRAPH a, CAPTIONED “OPT-OUT PROCESS,” THE ARBITRATION PROVISION WILL BE PART OF THIS AGREEMENT AND WILL HAVE A SUBSTANTIAL EFFECT ON YOUR RIGHTS, INCLUDING YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, IN THE EVENT OF A DISPUTE.

1. General: This Arbitration Provision describes when and how a Claim (as defined below) may be arbitrated. Arbitration is a method of resolving disputes in front of one or more neutral persons, instead of having a trial in court in front of a judge and/or jury. It can be a quicker and simpler way to resolve disputes. Arbitration proceedings are private and less formal than court trials. Each party to the dispute has an opportunity to present some evidence to the arbitrator. The arbitrator will issue a final and binding decision resolving the dispute(s), which may be enforced as a court judgment. A court rarely overturns an arbitrator’s decision. As solely used in this Arbitration Provision, the terms “we,” “us” and “our” mean not just the Issuer but also our parent companies, subsidiaries, affiliates, successors, assigns and any of these entities’ employees, officers, directors and agents.Opt-Out Process. If you do not want this Arbitration Provision to apply, you may reject it by mailing us a written opt-out notice which contains your Card Account number, your name and address and a signed statement that you opt out of the Arbitration Provision of this Agreement. The opt-out notice must be sent to us by mail at the Mailing Address. (You should retain a copy of your opt-out notice and evidence of mailing or delivery.) An opt-out notice is only effective if it is signed by you and if we receive it within thirty (30) days after the date you received this Agreement. Indicating your desire to opt-out of this Arbitration Provision in any manner other than as provided above is insufficient notice. Your decision to opt-out of this Arbitration Provision will not have any other effect on this Agreement and will not affect any other arbitration agreement between you and us, which will remain in full force and effect. If you don’t reject this Arbitration Provision, it will be effective as of the date you received this Agreement.
2. What Claims Are Covered: “Claim” means any claim, demand, dispute or controversy between you and us that in any way arises from or relates to your Card Account (whether past, present or future). For purposes of this Agreement, the term “claim” shall have the broadest possible meaning. Despite the foregoing, “Claim” does not include any individual action brought by you in small claims court or your state’s equivalent court, unless such action is transferred, removed, or appealed to a different court.
3. Starting or Electing to Require Arbitration: Either you or we may start an arbitration of any Claim or require any Claim to be arbitrated. Arbitration is started by initiating arbitration or required by giving written notice to the other party requiring arbitration. This notice may be given before or after a lawsuit has been started over the Claim and may address any Claims brought in the lawsuit provided that a party may not pursue a Claim in a lawsuit and then seek to arbitrate that same Claim unless the other party has asserted another Claim in the lawsuit or an arbitration. The notice may be in the form of a motion or petition to compel arbitration. Arbitration of a Claim must comply with this Arbitration Provision and, to the extent not inconsistent or in conflict with this Arbitration Provision, the applicable rules of the arbitration Administrator.
4. Choosing the Administrator: “Administrator” means the American Arbitration Association (“AAA”), 1633 Broadway, 10th Floor, New York, NY 10019, www.adr.org; JAMS, 1920 Main St. at Gillette Ave., Suite 300, Irvine, CA 92614, www.jamsadr.com, or any other company selected by mutual agreement of the parties. If AAA and JAMS cannot or will not serve and the parties are unable to select an Administrator by mutual consent the Administrator will be selected by a court. The party asserting the Claim (the “Claimant”) may select the Administrator. Notwithstanding any language in this Arbitration Provision to the contrary, no arbitration may be administered, without the consent of all parties to the arbitration, by any Administrator that has in place a formal or informal policy that purports to override the Class Action Waiver.
5. Court and Jury Trials Prohibited; Other Limitations on Legal Rights: IF YOU OR WE ELECT TO ARBITRATE A CLAIM, YOU AND WE WILL NOT HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR HAVE A JURY DECIDE THE CLAIM. ALSO, YOUR AND OUR ABILITY TO OBTAIN INFORMATION FROM THE OTHER PARTY IS MORE LIMITED IN AN ARBITRATION THAN IN A LAWSUIT. OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION.
6. Prohibition Against Certain Proceedings: IF YOU OR WE ELECT TO ARBITRATE A CLAIM: (1) NEITHER YOU NOR WE MAY PARTICIPATE IN A CLASS ACTION IN COURT OR IN CLASS-WIDE ARBITRATION, EITHER AS A PLAINTIFF, DEFENDANT OR CLASS MEMBER; (2) NEITHER YOU NOR WE MAY ACT AS A PRIVATE ATTORNEY GENERAL IN COURT OR IN AN ARBITRATION; (3) CLAIMS BROUGHT BY OR AGAINST YOU MAY NOT BE JOINED OR CONSOLIDATED WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER PERSON; AND (4) THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONDUCT A CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ARBITRATION, OR MULTIPLE-PARTY ARBITRATION.
7. Location and Costs of Arbitration: Any arbitration hearing that you attend in person must take place at a location reasonably convenient to you, as determined by the arbitrator. Each Administrator charges fees to administer an arbitration proceeding and the arbitrator also charges fees. This includes fees not charged by a court. If either you or we require a Claim to be arbitrated, you may tell us in writing that you cannot afford to pay the fees charged by the Administrator and/or the arbitrator or that you believe those fees are too high. If your request is reasonable and in good faith, we will pay or reimburse you for all or part of the fees charged to you by the Administrator and/or arbitrator. Also, we will pay these fees if applicable law requires us to, if you prevail in the arbitration or if we must bear such fees in order for this Arbitration Provision to be enforced. We will not ask you to pay or reimburse us for any fees we pay the Administrator or arbitrator. We will bear the expense of our attorneys, experts and witnesses. You will bear the expense of your attorneys, experts and witnesses if we prevail in arbitration. However, if you are the Claimant, we will pay your reasonable attorney, expert and witness fees and costs if you prevail or if we must bear such fees and costs in order for this Arbitration Provision to be enforced. Also, we will bear any fees and costs if applicable law requires us to do so.
8. Governing Law: This Arbitration Provision is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the “FAA”), and not by any state arbitration law. The arbitrator must apply applicable substantive law consistent with the FAA and applicable statutes of limitations and claims of privilege recognized at law. The arbitrator is authorized to award all remedies permitted by the substantive law that would apply if the action were pending in court (including, without limitation, punitive damages, which shall be governed by the Constitutional standards employed by the courts). At the timely request of either party, the arbitrator must provide a brief written explanation of the basis for the award.
9. Rules of Interpretation: This Arbitration Provision is binding upon and benefits you, your respective heirs, successors and assigns. This Arbitration Provision also is binding upon and benefits us. This Arbitration Provision shall survive the repayment of all amounts owed under this Agreement any legal proceeding and any bankruptcy, to the extent consistent with applicable bankruptcy law. This Arbitration Provision survives any termination, amendment, expiration or performance of any transaction between you and us and continues in full force and effect unless you and we otherwise agree in writing. In the event of a conflict or inconsistency between this Arbitration Provision, on the one hand, and the applicable arbitration rules or the other terms of this Agreement, on the other hand, this Arbitration Provision shall govern.
10. Severability: If any portion of this Arbitration Provision is deemed invalid or unenforceable, such a finding shall not invalidate any remaining portion of this Arbitration Provision, this Agreement, or any other agreement entered into by you with us. However, notwithstanding any language in this Arbitration Provision or this Agreement to the contrary, the Class Action Waiver is not severable from the remainder of this Arbitration Provision and, in the event that the Class Action Waiver is held to be invalid and unenforceable, and subject to any right of appeal that may exist with respect to such determination, any class action or representative proceeding shall be determined in a court of law and will not be subject to this Arbitration Provision.