b'Merrick Bank Visa\xc2\xae or MasterCard\xc2\xae Cardholder Agreement\n\nTHIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. PLEASE SEE THE\n\xe2\x80\x9cAGREEMENT TO ARBITRATE DISPUTES AND CLASS ACTION WAIVER\xe2\x80\x9d SECTION BELOW FOR ADDITIONAL DETAILS.\n\n1. Welcome to Merrick Bank and to Your Card Agreement\n2. Your Promise to Pay\n\nG-17854\n\n1 17. Additional Deposit Account and Security Agreement Disclosures\n1-2 18. Third-Party Features, Service or Benefits\n\n01/20\n\n4\n4-5\n\n3. How to Make Payments and How We Apply Them\n\n2 19. You Must Read Your Billing Statement Carefully as Soon as You Receive It\n\n5\n\n4. You Must Make Your Minimum Payments On Time\n\n2 20. Protecting the Account From Fraud\n\n5\n\n5. How Interest Is Calculated\n\n2 21. Your Billing Rights Under the Fair Credit Billing Act\n\n5\n\n2-3 22. How We May Contact You to Discuss the Account\n\n5-6\n\n6. About Periodic Rates (APRs and DPRs)\n7. Paying Interest\n\n3 23. Where We Are and How You May Contact Us\n\n8. About Other Interest Charges and Fees\n\n3 24. Agreement to Arbitrate Disputes and Class Action Waiver\n\n9. About Annual Fees\n\n3 25. Third-Party Legal Process Against the Account or the Deposit Account\n\n7\n\n10. About the Credit Limits on the Account\n\n3 26. Utah and Federal Law Apply to the Account\n\n7\n\n11. Foreign Currency Transactions\n\n3 27. Jurisdiction, Venue and Service of Process\n\n7\n\n12. What Purchases and Cash Advances Are Not Allowed\n\n3-4 28. We May Assign the Agreement but You May Not\n\n6\n6-7\n\n7\n\n13. Closing the Account\n\n4 29. We Do Not Waive Our Rights Through Inaction or Delay\n\n14. About Excess Payments and Credits\n\n4 30. Severability\n\n8\n\n15. About Credit Reporting\n\n4 31. The Agreement Is an Integrated Agreement\n\n8\n\n16. The Deposit Account and Security Agreement (If Applicable)\n\n4 32. Glossary and Definitions\n\n8\n\n1. Welcome to Merrick Bank and\nto Your Card Agreement. This\ndocument and the Pricing Appendix\nthat came with your Card are your\nAgreement with us. Please keep this\nAgreement (including the Pricing\nAppendix as well as any future\nchange-in-terms notices you may\nreceive) in a safe place with your\nother important papers. The words\nused in this Agreement are defined\nand explained in the \xe2\x80\x9cGlossary and\nDefinitions\xe2\x80\x9d section below. You\nmay make Purchases anywhere\nthe Card is honored, so long as\nyou do not exceed your available\ncredit limit and are otherwise in\ncompliance with this Agreement.\nThe Bank is not responsible for\nthe failure of any merchant or any\nother party to accept or honor\nyour Card. Unless applicable law\notherwise requires, if you make a\nPurchase on your Account and the\nmerchant discloses a policy such\nas \xe2\x80\x9cno returns,\xe2\x80\x9d \xe2\x80\x9cno refund,\xe2\x80\x9d \xe2\x80\x9cno\nreturn or credit without receipt,\xe2\x80\x9d\n\xe2\x80\x9cas is,\xe2\x80\x9d \xe2\x80\x9cstore credit only,\xe2\x80\x9d \xe2\x80\x9call sales\nfinal\xe2\x80\x9d or similar statements, you\nwill be bound by the merchant\xe2\x80\x99s\npolicy. You must acquaint yourself\nwith the merchant\xe2\x80\x99s return policies\nbefore you make your Purchase.\nFor repeat, recurring or automatic\nPurchases, we may rely, to the\nmaximum degree permitted\nby law, upon any reasonable\nproof presented to us by the\nmerchant that you authorized such\npurchases and authorized being\n\nbilled repeatedly for them. If you\nhave authorized repeat, recurring or\nautomatic Purchases and we replace\nyour Card due to its being lost, stolen\nor at risk for fraud, we may, at our sole\ndiscretion, notify the recipients of your\nrecurring or automatic Purchases, but\nyou agree to notify the recipients of\nyour recurring or automatic Purchases\nof the change in your account number.\nYou may obtain Cash Advances from\nmany locations where the MasterCard\nor Visa logo is displayed (depending\non whether your Card is a MasterCard\nor a Visa card) or from an ATM that\ndisplays such a logo, so long as\nyou do not exceed your available\ncredit limit or any daily Purchase\nlimits, or exceed your available Cash\nAdvance credit limit or any daily Cash\nAdvance limits, and are otherwise in\ncompliance with this Agreement.\nBY USING THE CARD TO MAKE A\nPURCHASE OR TO OBTAIN A CASH\nADVANCE, OR BY MAKING\nA PAYMENT ON THE ACCOUNT, YOU\nAGREE TO ALL OF THE TERMS AND\nCONDITIONS OF THIS AGREEMENT,\nINCLUDING THE PROVISION BELOW\nRELATING TO FUTURE CHANGES TO\nTHIS AGREEMENT OR THE\nPRICING APPENDIX.\nWe may change the terms of this\nAgreement or the Pricing Appendix at\nany time. We may change or remove\nany of the terms and conditions\nof, or add new terms or conditions\nto, this Agreement or the Pricing\nAppendix, including without limitation\n\nby increasing existing fees, margins\nand rates, and adding new fees and\ncharges, whether or not the Account\nhas been cancelled, suspended or\nclosed to new Account transactions.\nTo the extent allowed by applicable\nlaw, any changes will apply to your\nentire Account Balance even though\nPurchases, Cash Advances or other\ntransactions occurring prior to the\ndate of the change may be part of the\nAccount Balance.\nAt any time, you may request that we\nmail you a copy of this Agreement\nin its then-current form, or you may\nreview it on the Internet at www.\nmerrickbank.com/agreements. If you\nare visually impaired, please call us at\n(800) 204-5936 for assistance.\nMilitary Borrowers. Federal law\nprovides important protections\nto members of the Armed Forces\nand their dependents relating to\nextensions of consumer credit. In\ngeneral, the cost of consumer credit\nto a member of the Armed Forces\nand his or her dependent may not\nexceed an annual percentage rate of\n36 percent. This rate must include, as\napplicable to the credit transaction or\naccount: The costs associated with\ncredit insurance premiums; fees for\nancillary products sold in connection\nwith the credit transaction; any\napplication fee charged (other than\ncertain application fees for specified\ncredit transactions or accounts);\nand any participation fee charged\n(other than certain participation fees\n\n7-8\n\nfor a credit card account). If you are\na member of the Armed Forces, or\na dependent of such member, you\nmay call 1-833-234-0758 toll free\nto receive disclosures about your\nAccount over the telephone.\n2. Your Promise to Pay. You promise\nto pay, according to the terms of this\nAgreement, all amounts owing under\nyour Account and this Agreement\nincluding, without limitation, the\ntotal amount of all Purchases, Cash\nAdvances, interest charges and all\nother charges and fees described in\nthis Agreement. If you have requested\na Card for use by someone else, you\nwill be responsible for that person\xe2\x80\x99s\ntransactions, including transactions\nfor which you may not have intended\nto be liable. Although we will send\nyou Billing Statements, if you do not\nreceive a Billing Statement you still\nmust pay your Minimum Payment by\nthe Payment Due Date. If you do not\nreceive a Billing Statement, you must\ncall us at (800) 204-5936 to find out\nyour Payment Due Date and Minimum\nPayment, and to advise us of your\ncorrect mailing address. We will only\nmail Billing Statements to one mailing\naddress. With your authorization,\nwe may also provide your Billing\nStatements via email or other\nelectronic means. You must notify us\nimmediately of any change to your\nmailing or email address. We will only\nsend Billing Statements to you, and\nexcept under certain circumstances\ndetermined by us, not to any thirdparty. No matter where we send Billing\n\n1\n\n\x0cStatements and whether or not you\nreceive them, your obligation to make\ntimely Minimum Payments and to\npay all other amounts owed on the\nAccount is not excused.\nWe may accept late or partial\npayments without losing any of our\nrights under this Agreement. You\nagree not to send us partial payments\nmarked \xe2\x80\x9cpaid in full,\xe2\x80\x9d \xe2\x80\x9cwithout\nrecourse,\xe2\x80\x9d or similar language. If you\nsend such a payment, we may accept\nit without losing any of our rights\nunder this Agreement.\nIf you do not pay what you owe\nwhen it is due, or if you otherwise\nviolate this Agreement (including in\nconnection with the Deposit Account\nor the Bank\xe2\x80\x99s security interest therein),\nthen in addition to all charges, interest,\nfees and other amounts described in\nthis Agreement you also must pay us,\nor our assignee, all collection costs,\nlegal expenses or other expenses\nresulting from any and all efforts to\ncollect what is owed on the Account\nor as a result of use of the Card, or\notherwise to respond to your violation\nof this Agreement. This includes all\nattorneys\xe2\x80\x99 fees and arbitration or court\ncosts except as otherwise set forth\nin this Agreement. You agree to pay\nreasonable attorneys\xe2\x80\x99 fees even if the\nattorney is a salaried employee of the\nBank or its assignee.\n3. How to Make Payments and How\nWe Apply Them. You must pay us\nin U.S. Dollars, with a check, draft or\nmoney order drawn on a United States\nbank or the United States Postal\nService, or through an automated\nclearing house acceptable to us in our\nsole discretion.\nPayments received by our payment\nprocessor with the payment coupon,\nfrom the postal or other delivery\nservice by 5:00 p.m. local time at\nthe payment address indicated on\nthe most recent Billing Statement\nwill be processed and credited to\nyour Account as of that date, even if\nyour payment instrument includes a\ndifferent date. If you send payments to\nany other address or fail to include the\npayment coupon, or if there are errors\nor delays at the postal service or other\ntransmission or delivery services, the\npayment may be lost or there may\nbe a delay in crediting the payment.\nEither event could result in a Late\nPayment Fee and/or additional interest\ncharges. Neither the postal service\nnor any other money transmitter or\ndelivery service is Merrick Bank\xe2\x80\x99s\nagent, and if you use the postal\nservice or any other third party to\n2\n\ndeliver your payment, you assume\nthe risk that those services lose your\npayment or deliver it late. Please call\nus at (800) 204-5936 or go to\nwww.merrickbank.com/payments\nif you do not know where to send\nyour payment.\nPayments in excess of the Minimum\nPayment shown on the most recent\nBilling Statement will be applied first\nto the highest Annual Percentage Rate\n(APR) balance. In general, amounts\nup to the Minimum Payment will be\napplied in the manner most favorable\nto us, which usually will be to lower\nAPR balances (including any zero APR\nbalances) before higher APR balances.\nWe process electronic check\nconversions. When you provide a\ncheck as payment, you authorize us\nto use information from your check\nto make a one-time electronic funds\ntransfer (EFT) from your account.\nIn certain circumstances, such as\nfor technical or processing reasons,\nwe may process your payment as a\ncheck transaction. An EFT likely will\nclear more quickly than a payment\nprocessed as a check, and therefore\nyour checking account may be debited\nthe same day we receive your check.\nPlease be sure you maintain sufficient\nfunds in your checking account when\nyou send us a check. If there are\nnot sufficient funds in your checking\naccount and your bank returns the\nitem to us unpaid, you must pay us a\nReturned Payment Fee. With electronic\ncheck conversion, you will not receive\nyour cancelled check back, but your\nchecking account statement should\nprovide sufficient information about\nthe EFT.\nYou may use your telephone to make\na same day payment on your Account\nthrough our telephone payment\nsystem by calling (800)-204-5936. By\nusing this system to make a payment,\nyou are authorizing us to initiate,\nvia the Automated Clearing House\npayment network, a single debit entry\nto your depository bank account in\nthe amount specified during the call.\nFor verification purposes, the last four\ndigits of your social security number\nwill be utilized as your PIN.\n4. You Must Make Your Minimum\nPayments On Time. Each Billing\nCycle you must pay at least the\nMinimum Payment shown on the\nBilling Statement by the Payment Due\nDate. The Minimum Payment will be\ncalculated as described in the Pricing\nAppendix. You may also choose to pay\nany amount in excess of the Minimum\nPayment, up to your New Balance in\n\nfull, in any Billing Cycle. Even if you\npay more than the Minimum Payment\nin one Billing Cycle, you still must pay\nthe full Minimum Payment in future\nBilling Cycles until the entire Account\nBalance is paid. Credits applied for\nreversals of Purchases (for example,\nmerchant credits for returned or\ndefective goods) or for reversals of\nfees or interest charges do not count\ntoward your Minimum Payment. For\nexample, if the Minimum Payment\nis $50, you still must pay us the full\n$50 by the Payment Due Date even\nif you return $50 worth of goods to a\nmerchant where you used the Card. If\nthe Minimum Payment is not received\non time, you agree to pay a Late\nPayment Fee.\nIf you are in Default, we reserve\nthe right to (1) refuse to honor any\nfurther Purchases or Cash Advances,\n(2) reduce your credit limit, (3)\nrequire payment of a portion of your\noutstanding balance greater than\nthe Minimum Payment, (4) declare\nthe entire balance of your Account\nimmediately due and payable, and/\nor (5) exercise such other and further\nof our rights under this Agreement\nor applicable law as we in our sole\ndiscretion deem appropriate.\n5. How Interest Is Calculated. We\nuse the Average Daily Balance method\n(including new transactions) to\ncalculate interest on your Account.\nThe Average Daily Balances for\nPurchases and Cash Advances are\ncalculated separately.\nTo calculate the Average Daily\nBalances, we start with the beginning\nbalance for each day in the Billing\nCycle. For Purchases, the beginning\nbalance includes Purchases,\nAnnual Fees (including Additional\nCard Fees), Late Payment Fees,\nReturned Payment Fees, Over Limit\nFees, Copying Charges, Currency\nConversion Charges related to\nPurchases, Expedited Phone Payment\nFees, the Account Set-up Fee, Fees\nfor Other Services and billed but\nunpaid interest on all such amounts.\nFor Cash Advances, the beginning\nbalance includes Cash Advances,\nCash Advance Transaction Fees,\nand billed but unpaid interest on all\nsuch amounts. We then add any new\ncharges and subtract any payments\nor credits. This gives us the daily\nbalance for each day, except that\nif the daily balance is negative, we\ntreat it as zero. We then add up all of\nthe daily balances for each balance\nand divide by the number of days in\nthe Billing Cycle. This gives us the\n\nAverage Daily Balance for each\nbalance. The interest charged for\neach balance equals the Average\nDaily Balance for that balance times\nthe applicable Daily Periodic Rate\n(DPR) times the number of days in\nthe Billing Cycle. The results are\nthen added together to determine\nthe total interest charge for the\nBilling Cycle. To the extent interest\ncomprises any part of your Average\nDaily Balance, compounding of\ninterest will occur.\nCharges are added as of the date\nof the transaction. If a transaction\noccurs in one Billing Cycle but is\nnot debited or credited to your\nAccount until the next Billing\nCycle, the transaction is added\nor subtracted on the first day\nof the Billing Cycle in which the\ntransaction is debited or credited\nto your Account. If the DPR for\nPurchases or Cash Advances\nchanges during a Billing Cycle, the\nnew DPR will take effect as of the\nfirst day of the Billing Cycle.\n6. About Periodic Rates (APRs\nand DPRs). If your Account has an\nIntroductory APR for Purchases or\nCash Advances, the Introductory\nAPR and the corresponding\nIntroductory Daily Periodic Rate will\nbe shown in the \xe2\x80\x9cInterest Rates and\nInterest Charges\xe2\x80\x9d section of the\nPricing Appendix. Introductory APRs\nare fixed rates and are not based\non movements in the Prime Rate.\nIntroductory APRs will be in effect\nuntil the Introductory Period End\nDate shown in the \xe2\x80\x9cInterest Rates\nand Interest Charges\xe2\x80\x9d section of the\nPricing Appendix.\nIf your Account does not have an\nIntroductory APR for Purchases\nor Cash Advances, or after the\nIntroductory Period End Date, your\nAPRs and DPRs will vary. The APR\nfor Purchases and the APR for Cash\nAdvances will be determined by\nadding, as applicable, the Purchase\nMargin or the Cash Advance\nMargin shown in the \xe2\x80\x9cVariable\nRate Information\xe2\x80\x9d section of the\nPricing Appendix to the Prime\nRate. The DPR is 1/365th of the\ncorresponding APR. However, the\nAPRs for Purchases and Cash\nAdvances will never be greater\nthan the lesser of the applicable\nPurchase or Cash Advance APR\nCap shown in the \xe2\x80\x9cVariable Rate\nInformation\xe2\x80\x9d section of the Pricing\nAppendix or the maximum rate\npermitted by applicable law.\nThe \xe2\x80\x9cInterest Rates and Interest\nCharges\xe2\x80\x9d section of the Pricing\n\n\x0cAppendix includes the APRs and the\n\xe2\x80\x9cDaily Periodic Rates\xe2\x80\x9d section of the\nPricing Appendix includes DPRs for\nPurchases and Cash Advances as\nof the date indicated in the Pricing\nAppendix. Any changes in your\nAPRs and DPRs resulting from a\nchange in the Prime Rate during a\nBilling Cycle will take effect as of\nthe first day of that Billing Cycle.\nAn increase in the Prime Rate may\nresult in an increase in the amount\nof interest charged, the Minimum\nPayment or both.\n7. Paying Interest. Your Payment\nDue Date is at least 25 days after\nthe close of each Billing Cycle. We\nwill not charge you any interest on\nPurchases if you pay your entire\nNew Balance by the Payment Due\nDate each month. We will begin\ncharging interest on Cash Advances\non the transaction date. If you carry\na balance from month to month you\nmay see interest charged on your\nnext statement even if you pay the\nNew Balance in full on time and\nmake no new charges. This interest\nis called \xe2\x80\x9ctrailing interest.\xe2\x80\x9d Trailing\ninterest is the interest charged (if\nany) on your balance from your last\nstatement date to the date you paid\nin full.\n8. About Other Interest Charges\nand Fees. You agree to pay the\nfollowing additional interest\ncharges and fees (if applicable to\nyour Account) in the amounts set\nforth in the \xe2\x80\x9cFees\xe2\x80\x9d section of the\nPricing Appendix.\na. Account Set-up Fee. If applicable,\nan Account Set-up Fee will be\ncharged to your Account when the\nAccount is opened.\nb. Annual Fee. If the Pricing\nAppendix includes an Annual Fee,\nyour Account will be charged an\nAnnual Fee as described in the\n\xe2\x80\x9cAbout Annual Fees\xe2\x80\x9d section of\nthis Agreement and you agree to\npay the Annual Fee whether or not\nyou activate your Card.\nc. Cash Advance Transaction Fee. A\nCash Advance Transaction Fee will\nbe charged to your Account each\ntime you obtain a Cash Advance.\nd. Copying Fee. Your Account will\nbe charged $2 for each page of any\ncopy of a Billing Statement, sales\nslip or payment copy that the Bank\nproduces at your request, unless\nthe copies are produced to resolve\na reported billing error under the\nFair Credit Billing Act.\ne. Foreign Currency Transaction\nFee. For each Purchase or Cash\n\nAdvance made in a foreign currency,\nwe add an additional fee of 2% of\nthe amount of the Purchase or Cash\nAdvance after its conversion into U.S.\nDollars, as described in the \xe2\x80\x9cForeign\nCurrency Transactions\xe2\x80\x9d section of this\nAgreement; however, if the Purchase\nor Cash Advance is reversed, we do\nnot reverse the Foreign Currency\nTransaction Fee charged on the\nPurchase or Cash Advance.\nf. Late Payment Fee. Your Account will\nbe charged a Late Payment Fee if you\nhave not paid the Minimum Payment\non a Billing Statement by the Payment\nDue Date.\ng. Minimum Interest Charge. In any\nBilling Cycle in which your Account\nhas a balance, you were not charged a\nCash Advance Transaction Fee and the\ntotal interest charged for that Billing\nCycle would otherwise be less than\n$1, a Minimum Interest Charge will be\ncharged to your Account.\nh. Expedited Phone Payment Fee.\nIf you wish expedited service for\ntransmittal of a payment, you\nmay request to make a phone\npayment using a customer service\nrepresentative for which you will be\ncharged a fee. The amount of the fee\nwill be disclosed prior to fulfilling your\nrequest.\ni. Returned Payment Fee. A Returned\nPayment Fee will be charged to your\nAccount if for any reason a check,\ndraft or similar instrument is not\nhonored or cannot be processed, or if\nan EFT or electronic debit is returned\nunpaid or cannot be processed, even\nif the item is later honored or paid\nfollowing resubmission. Subject to\napplicable law and network rules,\nyou authorize us to resubmit returned\npayments (including without limitation\nthrough electronic collection methods)\nat our discretion.\nj. Fees for Other Services. We may\ncharge other fees to your Account for\nservices associated with your Account\nthat you request. You may decline the\nservices before the fees are charged.\nk. Over Limit Fee. If the law permits,\nwe will charge an Over Limit Fee as\nset forth in the Pricing Appendix. We\nare not obligated to approve any over\nthe limit transaction. If any amount set\nforth in the Pricing Appendix exceeds\nthe maximum permitted by applicable\nlaw, we will follow the law as to such\nfee or charge.\n9. About Annual Fees. We charge\nan Annual Fee when you open the\nAccount whether or not you activate\nor use your Card. You may cancel your\n\nAccount within 90 days of receiving\nthe Card by calling (800) 204-5936 or\nby writing to us at Merrick Bank, P.O.\nBox 9201, Old Bethpage, NY 118049001. If we receive your request to\ncancel within 90 days of your receipt\nof the Card, you will not be responsible\nfor the Annual Fee if you have not\npreviously used the Card or made a\npayment on the Account. Otherwise,\nyou must pay the Annual Fee.\nIf you obtain an additional Card, the\namount of the Annual Fee will be\nincreased by the Additional Card Fee\ndescribed in the Pricing Appendix.\nBoth the Annual Fee and the Additional\nCard Fee must be paid for each year\n(or part thereof) when the Account\nis open, whether or not the Card is\nused during the year and whether or\nnot there is a balance on the Card.\nPayment of the Annual Fee does not\nassure you of good standing on the\nAccount, does not affect our right to\nchange the terms of this Agreement\nand does not affect our right to decline\nauthorization of any Purchase or Cash\nAdvance. If the Account is closed but\nwith an unpaid balance the Annual\nFee must be paid for each year (or\npart thereof) when there is a balance\ngreater than zero on the Account.\nAfter the first year you have the Card,\nwe may in our discretion choose to bill\nthe Annual Fee and the Additional Card\nFee in 12 monthly installments.\n10. About the Credit Limits on the\nAccount. The Bank has established a\ntotal credit limit and a Cash Advance\ncredit limit on the Account. Your Cash\nAdvance credit limit is a portion of\nyour total credit limit. Any transaction\nthat might exceed one of these credit\nlimits may be declined at our sole\ndiscretion. We may also opt, in our\nsole discretion, to approve or decline\nany portion of a requested transaction.\nThese credit limits may be reduced\nat any time without warning or notice\nto you, at any time, during any Billing\nCycle. When you opened the Account,\nif you accepted an offer to increase\nyour credit line, you acknowledge\nthat the increase is contingent on\nyour making at least your Minimum\nPayment on time each month for the\nfirst seven months your account is\nopen and agree that if you fail to do\nso, we may not increase your\ncredit line.\nSubject to our review and approval,\nyou may, if your Account is secured or\npartially secured, increase your credit\nlimit by making additional deposits\ninto the Deposit Account. Any such\nadditional deposits must be at least\n\n$50, and without our express written\napproval, the balance in the Deposit\nAccount may not exceed $5,000.\nCertain transactions or combinations\nof transactions may cause your\nAccount Balance or your Cash\nAdvance balance to reach or\nexceed credit limits, and as a result\nauthorization for certain Purchases or\nCash Advances may be declined. For\nexample, even if we have credited a\npayment or posted some other credit\nto the Account, we still may in our\nsole discretion decline to permit use\nof a portion of the credit limit equal to\nthe amount of the payment or credit\nfor up to eleven days from the date\ncredited or posted. Additionally, certain\nmerchants (such as hotels or rental\ncar agencies) as a matter of policy will\nprocess charges in a manner resulting\nin a temporary restriction of the use\nof a portion of the credit limit that is\nsubstantially greater than the actual\namount of the charge. Please inquire\nof the merchant before using the Card\nto determine whether the merchant\nfollows such a policy.\n11. Foreign Currency Transactions.\nPurchases and Cash Advances made\nin currencies other than U.S. Dollars\nwill be converted to U.S. Dollars under\nthe operating regulations or foreign\ncurrency conversion procedures\nestablished by Visa or MasterCard\nthen in effect. Conversion to U.S.\nDollars may occur several days or\nweeks after the transaction; therefore,\nthe currency conversion rate may be\nsignificantly different from the rate in\neffect at the time of the transaction.\nWe do not determine the currency\nconversion rate that is used, and it\nmay be significantly less favorable to\nyou than a rate you could obtain in a\ncash transaction. You agree to pay the\nconverted amount.\n12. What Purchases and Cash\nAdvances Are Not Allowed. We\nmay, in our sole discretion, deny\nauthorization for any requested\nPurchase or Cash Advance. You may\nnot use the Account or the Card for\nbusiness or commercial purposes; the\nAccount and the Card may be used for\nconsumer purposes only.\nYou may not use the Account or\nthe Card to make payments on the\nAccount or anyone else\xe2\x80\x99s account\nwith us.\nYou may not use the Account or the\nCard for anything we deem unlawful\ngambling activity.\nYou may not use the Account or the\nCard to purchase illegal items, to\ncommit fraud, to harm anyone or to\n\n3\n\n\x0cengage in any other activity prohibited\nby law.\nYou may not use the Account or the\nCard to make Purchases that exceed\nyour available credit limit.\nYou may not use the Account or the\nCard to obtain Cash Advances that\nexceed your available credit limit or\navailable Cash Advance credit limit.\nYou may not use the Card, make\nany Purchases or request any Cash\nAdvances when you or any other\nperson obligated on the Account is\ninsolvent or after a bankruptcy petition\nhas been filed. If you use or permit\nsomeone else to use the Account or\nthe Card for a prohibited, improper\nor unlawful purpose, or use or permit\nuse of the Account or the Card at a\ntime when such use is not permitted,\nyou will be responsible for all charges\nrelating to such use, to the maximum\ndegree permissible by law. You also\nwill be responsible for all additional\namounts or expenses the Bank, Visa\nor MasterCard might pay as a result\nof such use, such as if the Bank, Visa\nor MasterCard is sued in regard to\nyour use of the Account or the Card.\nIt is your responsibility to determine\nwhether your transactions or those\nthat you permit someone else to\nmake are lawful. The Bank, Visa and\nMasterCard are not responsible, either\nseparately or together, for determining\nthe legality of any transaction.\n13. Closing the Account. We may\nclose the Account at any time for any\nreason (or no reason) and without\nprior notice. We may close the Account\nfor inactivity. You may close the\nAccount at any time. If the Account\nis closed, we will not reopen it.\nAuthorized users of the Account other\nthan you may not close the Account.\nAll amounts due on the Account\npursuant to this Agreement must be\npaid, even if the Account is closed\n(no matter by whom) or charging\nprivileges have been reduced,\nrestricted or suspended. We may\nsuspend charging privileges at any\ntime and for any reason (or no reason)\nwithout warning or notice to you. This\nmay, for example, occur if you fail\nto comply with any provision of the\nAgreement, if we in our sole discretion\nbelieve our likelihood of being repaid\nis diminished or impaired, or if overall\ncredit market conditions make it\ninfeasible or more costly to extend\ncredit to you.\nIn determining your continuing\ncreditworthiness, the Bank, in its\ndiscretion, may consider, among\nother things, the total amount of debt\n4\n\nyou are carrying compared to your\nresources or any other of your credit\ncharacteristics, regardless of your\nperformance on the Account.\n14. About Excess Payments and\nCredits. If payments and credits\nposted to the Account exceed what\nyou owe, you will have a credit\nbalance with us, which may be offset\nagainst future Purchases or Cash\nAdvances. If a credit balance persists,\nwe will refund the credit balance\nwithin the time frame required by\napplicable law. If we are unable to\nlocate you, any credit balance in your\nAccount will be escheated pursuant to\napplicable law.\n15. About Credit Reporting. You\nauthorize us to request consumer\nreports (also known as credit reports)\nincluding periodic updates about you,\nto make whatever credit investigations\nwe deem appropriate, to obtain\nand exchange any information we\nmay receive from consumer reports\nand other sources and to use such\ninformation for any purpose (including\nto reduce credit limits, to restrict or\nsuspend charging privileges or to\nclose the Account). You also authorize\nus to furnish information concerning\nyour Account and your performance\nunder this Agreement to consumer\nreporting agencies (credit bureaus) or\nto others, but you acknowledge that\nwe are under no duty to do so. If you\nbelieve information we have furnished\nabout your Account to a consumer\nreporting agency is inaccurate,\nyou should contact the appropriate\nreporting agency to request that it\ninvestigate the possible inaccuracy.\nYou may also write to us at Merrick\nBank, P.O. Box 9201, Old Bethpage, NY\n11804-9001 and identify the specific\ninformation you believe is inaccurate.\nWE MAY REPORT INFORMATION\nABOUT YOUR ACCOUNT TO CREDIT\nBUREAUS. LATE PAYMENTS, MISSED\nPAYMENTS, OR OTHER DEFAULTS\nON YOUR ACCOUNT MAY BE\nREFLECTED IN YOUR CREDIT REPORT\nAND MAY NEGATIVELY IMPACT YOUR\nCREDIT SCORE.\n16. The Deposit Account and\nSecurity Agreement (If Applicable).\nIf the Account was approved on\ncondition of its being secured or\npartially secured, the following\nrules apply: (i) you agree to create\na Deposit Account, which you shall\nmaintain with us and cause to remain\nunencumbered, except for the security\ninterest granted to the Bank pursuant\nto this Agreement (for example, you\nshall not allow the Deposit Account to\nbecome subject to any nonconsensual\n\nlien, judgment, attachment or\nexecution); and (ii) we do not allow\nany withdrawal from the Deposit\nAccount until the Account is closed\nand any outstanding Account balance\nis paid in full.\nYOU HEREBY GRANT TO THE BANK A\nFIRST PRIORITY SECURITY INTEREST\nIN THE DEPOSIT ACCOUNT, ANY\nADDITIONS TO THE DEPOSIT ACCOUNT\nAND ANY PROCEEDS OF THE DEPOSIT\nACCOUNT TO SECURE PERFORMANCE\nBY YOU OF ALL OF YOUR OBLIGATIONS\nWITH RESPECT TO THE ACCOUNT\nAND UNDER THIS AGREEMENT,\nINCLUDING, WITHOUT LIMITATION, THE\nOBLIGATION TO MAKE PAYMENTS TO\nTHE BANK AS DESCRIBED HEREIN.\nIf the Account is closed by you or us\nfor any reason, you authorize us to\napply all or any part of the funds in\nthe Deposit Account to reduce the\nunpaid balance on the Account and\nany other outstanding obligation\nowed to the Bank. The application of\nany funds from your Deposit Account\nwill be a credit adjustment to your\nAccount balance and will not be\ntreated as a payment. If we elect not\nto, or otherwise fail to apply funds in\nthe Deposit Account against amounts\nowed on the Account or on any other\noutstanding obligation owed to the\nBank, you agree that: (1) we do not\nthereby waive any right we have to do\nso at any later date, and may so apply\nsuch funds at any time, in our sole\ndiscretion; and (2) you are not thereby\nexcused from the performance of\nany obligation owing with respect\nto the Account or otherwise under\nthis Agreement. If, however, (A) the\nAccount is closed by you or by us for\nany reason, and (B) we fail to apply\nthe funds in the Deposit Account\nagainst amounts owed on the Account\nor otherwise to us, you may request,\nin writing, that we apply the funds\nin the Deposit Account against such\namounts. We will honor any such\nwritten request after we receive\nit at Merrick Bank, P.O. Box 9201,\nOld Bethpage, NY 11804-9001. If\nthe amount in the Deposit Account\nexceeds the amount you owe the\nBank, then, unless you instruct us\notherwise, we will handle the funds\nremaining in the Deposit Account\nin accordance with the terms of the\nfollowing paragraph.\nAfter the Account has been closed\nand there are no amounts owing in\nconnection therewith or otherwise\nunder this Agreement, we can hold the\nfunds in the Deposit Account until the\nearlier of the following: (1) we elect,\nin our discretion, to close the Deposit\n\nAccount and return any remaining\nfunds to you; or (2) not more than\n30 days after we receive from you a\nwritten request to return any funds\nremaining in the Deposit Account.\n17. Additional Deposit Account\nand Security Agreement\nDisclosures. If you have a Deposit\nAccount, the following shall apply:\na. Interest Rate. Interest will not be\npaid on your Deposit Account.\nb. Minimum Balance to Open and\nMaintain the Deposit Account. You\nmust initially deposit, and at all\ntimes maintain, a deposit amount\nthat is defined on the application\nunless we specifically agree\notherwise with you. If you do not,\nwe either will not open the Account\nor we may terminate the Account.\nWe reserve the right to refuse\nto accept any deposit into the\nDeposit Account.\nc. Subsequent Deposits.\nSubsequent deposits into your\nDeposit Account must be at\nleast $50.\nd. Transaction Limitations. You\nmay not withdraw or transfer\nfunds from the Deposit Account,\nexcept as otherwise set forth in\nthis Agreement. Funds may not be\nused to make a payment. Funds\nfrom a closed Deposit Account will\nbe returned in accordance with the\nsection above titled \xe2\x80\x9cThe Deposit\nAccount and Security Agreement.\xe2\x80\x9d\ne. Fees. A Returned Payment Fee,\nas shown in the \xe2\x80\x9cFees\xe2\x80\x9d section\nof the Pricing Appendix, will be\ncharged for each check or other\nitem submitted as a deposit to the\nDeposit Account that is returned or\nrejected for any reason, including\ninsufficient funds.\nf. Statements. Information about\nthe Deposit Account will appear on\neach Billing Statement that we\nsend you.\n18. Third-Party Features, Services\nor Benefits. If your Card includes a\nrewards program, you acknowledge\nand agree that third-parties\nmay be responsible to fulfill any\nmerchandise, rewards or other\nredemptions, and that any such\nrewards program will be governed\nby separate terms and conditions\nprovided to you prior to participation\nin the program. From time to time\nyour Card may include various\nadditional features, services and\nenhancements, including common\ncarrier travel insurance, credit\ncard registration for lost or stolen\n\n\x0ccredit cards, and emergency cash\nservices that may be provided by\nthird-parties. The Bank reserves\nthe right to adjust, add or delete\nbenefits and services at any time.\n19. You Must Read Your Billing\nStatement Carefully as Soon as\nYou Receive It. You must read your\nBilling Statement as soon as you\nreceive it. You must review all of\nit carefully, including information\nregarding your Deposit Account,\nif any. If there is an error on your\nBilling Statement and you do not\nadvise the Bank of that error within\n60 days after the Bank mails\nthe Billing Statement to you, you\nwill be bound by what the Billing\nStatement shows. You should also\nread carefully the billing dispute\ninformation provided in the section\nbelow titled \xe2\x80\x9cYour Billing Rights\nUnder the Fair Credit Billing Act.\xe2\x80\x9d\n20. Protecting the Account From\nFraud. Help to prevent fraud before\nit occurs. Call us immediately at\n(877) 727-6881 if you lose the Card,\nif it is stolen or if you suspect any\nfraudulent use. Reading your Billing\nStatement as soon as you receive it\nand reviewing transactions at www.\nmerrickbank.com/cardholdercenter\nare ways to help prevent fraud.\nYou will not be responsible for any\nunauthorized Purchases with the\nCard occurring after we receive\nnotice of its loss or theft. Even if the\nPurchases occur before we receive\nnotice of its loss or theft, you will\nnot be responsible for them so\nlong as: (1) you promptly gave us\nnotice of the loss or theft; and (2)\nthe transactions were processed by\nVisa or MasterCard. We take Card\ntheft and fraud very seriously, and\nyou agree to cooperate with our\ninvestigation and further agree to\nassign to us any claims you may\nhave against any third party related\nto theft, fraud or unauthorized use.\n21. Your Billing Rights Under the\nFair Credit Billing Act.\n\nIn your letter, give us the following\ninformation:\n\xe2\x80\xa2 Account information: Your name\nand account number.\n\xe2\x80\xa2 Dollar amount: The dollar amount\nof the suspected error.\n\xe2\x80\xa2 Description of problem: If you\nthink there is an error on your\nbill, describe what you believe is\nwrong and why you believe it is\na mistake.\nYou must contact us:\n\xe2\x80\xa2 Within 60 days after the error\nappeared on your statement.\n\xe2\x80\xa2 At least 3 business days before\nan automated payment is\nscheduled, if you want to stop\npayment on the amount you think\nis wrong.\nYou must notify us of any potential\nerrors in writing. You may call us,\nbut if you do we are not required to\ninvestigate any potential errors and\nyou may have to pay the amount\nin question.\nWhat Will Happen After We Receive\nYour Letter\nWhen we receive your letter, we must\ndo two things:\n1. Within 30 days of receiving your\nletter, we must tell you that we\nreceived your letter. We will\nalso tell you if we have already\ncorrected the error.\n2. Within 90 days of receiving your\nletter, we must either correct the\nerror or explain to you why we\nbelieve the bill is correct.\nWhile we investigate whether or not\nthere has been an error:\n\xe2\x80\xa2 We cannot try to collect the\namount in question, or\nreport you as delinquent on\nthat amount.\n\xe2\x80\xa2 The charge in question may\nremain on your statement, and\nwe may continue to charge you\ninterest on that amount.\nYour Billing Rights: Keep This\n\xe2\x80\xa2 While you do not have to pay\nDocument For Future Use\nthe amount in question, you are\nThis notice tells you about your\nresponsible for the remainder of\nrights and our responsibilities under\nyour balance.\nthe Fair Credit Billing Act.\n\xe2\x80\xa2 We can apply any unpaid amount\nWhat To Do If You Find A Mistake\nagainst your credit limit.\nOn Your Statement\nAfter we finish our investigation, one\nIf you think there is an error on your of two things will happen:\nstatement, write to us at:\n\xe2\x80\xa2 If we made a mistake: You will\nnot have to pay the amount in\nMerrick Bank\nquestion or any interest or other\nP.O. Box 9201\nfees related to that amount.\nOld Bethpage, NY 11804-9001\n\n\xe2\x80\xa2 If we do not believe there was a\nmistake: You will have to pay the\namount in question, along with\napplicable interest and fees. We\nwill send you a statement of the\namount you owe and the date\npayment is due. We may then\nreport you as delinquent if you\ndo not pay the amount we think\nyou owe.\nIf you receive our explanation but still\nbelieve your bill is wrong, you must\nwrite to us within 10 days telling us\nthat you still refuse to pay. If you do\nso, we cannot report you as delinquent\nwithout also reporting that you are\nquestioning your bill. We must tell\nyou the name of anyone to whom we\nreported you as delinquent, and we\nmust let those organizations know\nwhen the matter has been settled\nbetween us.\nIf we do not follow all of the rules\nabove, you do not have to pay the first\n$50 of the amount you question even\nif your bill is correct.\nYour Rights If You Are Dissatisfied\nWith Your Credit Card Purchases\nIf you are dissatisfied with the goods\nor services that you have purchased\nwith your credit card, and you have\ntried in good faith to correct the\nproblem with the merchant, you may\nhave the right not to pay the remaining\namount due on the purchase.\nTo use this right, all of the following\nmust be true:\n1. The purchase must have been\nmade in your home state\nor within 100 miles of your\ncurrent mailing address, and\nthe purchase price must have\nbeen more than $50. (NOTE:\nNeither of these are necessary if\nyour purchase was based on an\nadvertisement we mailed to you,\nor if we own the company that\nsold you the goods or services.)\n2. You must have used your credit\ncard for the purchase. Purchases\nmade with cash advances\nfrom an ATM or with a check\nthat accesses your credit card\naccount do not qualify.\n3. You must not yet have fully paid\nfor the purchase.\nIf all of the criteria above are met\nand you are still dissatisfied with the\npurchase, contact us in writing at:\nMerrick Bank\nP.O. Box 9201\nOld Bethpage, NY 11804-9001\nWhile we investigate, the same\nrules apply to the disputed amount\n\nas discussed above. After we finish\nour investigation, we will tell you our\ndecision. At that point, if we think you\nowe an amount and you do not pay,\nwe may report you as delinquent.\n22. How We May Contact You to\nDiscuss the Account. We may use\nautomated telephone dialing, text\nmessaging systems and electronic\nmail to provide messages to you\nabout scheduled payments, missed\npayments and other important\ninformation regarding this Agreement\nor your relationship with us, and your\nconsent to our contacting you using\nthose means is partial consideration\nfor our willingness to extend credit to\nyou. The telephone messages may be\nplayed by a machine automatically\nwhen the telephone is answered,\nwhether answered by you or someone\nelse. These messages may also be\nrecorded by your answering machine.\nYou give us your permission to call or\nsend a text message to any telephone\nnumber you have given us or you\ngive to us in the future and to play\npre-recorded messages or send text\nmessages with information about the\nAgreement over the phone. You also\ngive us permission to communicate\nsuch information to you by email.\nYou understand that, when you\nreceive such calls, texts, or emails,\nyou may incur a charge from the\ncompany that provides you with\ntelecommunications, wireless and/or\ninternet services. You agree that we\nwill not be liable to you for any fees,\ninconvenience, annoyance or loss of\nprivacy in connection with such calls,\ntexts, or emails. You understand that\nanyone with access to your telephone\nor email account may listen to or read\nthe messages, notwithstanding our\nefforts to communicate only\nwith you. If a telephone number(s) you\nhave provided to us changes, or\nif you cease to be the owner,\nsubscriber or primary user of such\ntelephone number(s), you agree to\nimmediately give us notice of such\nfacts so that we may update our\nrecords. You agree that we may\nrefuse to authorize Purchases or Cash\nAdvances or close your Account if we\nare unable or unauthorized to contact\nyou by telephone.\nIf you do not wish for us to use some\nparticular manner of contacting you,\nyou must notify us. However, we are\nrequired by law to send you Billing\nStatements even if you request that\nwe stop doing so.\nIf you advise us that you are\nrepresented by an attorney, you\nmust provide the attorney\xe2\x80\x99s name,\n\n5\n\n\x0caddress and telephone number; if\nyou do not provide the attorney\xe2\x80\x99s\ncontact information, we may contact\nyou to confirm the representation\nand obtain the attorney\xe2\x80\x99s contact\ninformation. If the attorney does not\nconfirm in writing to us within 45\ndays after we contact the attorney\nthat you are his or her client, then we\nwill assume that you are no longer\nrepresented by the attorney and we\nmay communicate with you directly.\nAdditionally, if any 45-day period\npasses where your attorney does not\nrespond to communications from us,\nwe will assume that you are no longer\nrepresented by the attorney and we\nmay communicate with you directly.\nYou recognize that there is an\nestablished business relationship\nbetween you and us. Contacts with\nyou about your Account are not\nunsolicited and might result from\ninformation we obtain from you or\nothers. If you ask us to discuss your\nAccount with someone else, you must\nprovide us with documents that we\nask for and that are acceptable to us\nin our sole discretion.\nYou agree that we may, in our\nsole discretion, monitor or record\ntelephone calls with you, regardless of\nwho initiates the call. We may at our\ndiscretion preserve records of written,\nvoice and electronic communications\nwith you, but we do not promise to\nmaintain such records for any period\nof time.\nYou agree that we may, in our sole\ndiscretion, engage the services of an\nunrelated third party for the purpose of\nproviding alternative format materials\nfor persons who are visually impaired\nor providing language translation\nservices.\n23. Where We Are and How You\nMay Contact Us. We are located\nin Utah, and the Account is opened\nand maintained there. Our customer\nservice telephone number is\n(800) 204-5936. Payments should\nbe sent to the payment address\nindicated on the Billing Statement.\nAny general questions about your\nAccount or the Card, as well as any\nquestions or disputes of any item\non a Billing Statement, should be\nmailed to: Merrick Bank, P.O. Box\n9201, Old Bethpage, NY 118049001. All communications relating\nto the Arbitration Agreement should\nbe mailed to: Arbitration Manager,\nMerrick Bank, Legal Department, P.O.\nBox 5000, Draper, Utah 84020-5000.\nCommunications sent to any other\naddress will not be reviewed and will\nnot protect your rights.\n6\n\n24. Agreement to Arbitrate Disputes\nand Class Action Waiver.\nThe following \xe2\x80\x9cAgreement to\nArbitrate Disputes and Class Action\nWaiver\xe2\x80\x9d does not apply to \xe2\x80\x9cCovered\nBorrowers\xe2\x80\x9d under the Military\nLending Act.\nThis section is an agreement to\narbitrate disputes (\xe2\x80\x9cArbitration\nAgreement\xe2\x80\x9d) that may arise as a\nresult of the Agreement or your\nAccount. Read this Arbitration\nAgreement carefully. You may reject\nthis Arbitration Agreement by notifying\nus in writing within 60 days using\nthe procedure set forth at the end of\nthis section. If a dispute arises that is\ncovered by this Arbitration Agreement,\nyou will be required to resolve the\ndispute through Binding Arbitration if\nyou or we request Binding Arbitration\nas set forth herein. This means that\nyou will not be able to have the\ndispute settled by trial or before a jury\nor to participate in a class action in\ncourt or a class action or consolidated\narbitration. Other rights that you would\nhave if you went to court may not be\navailable or may be more limited in\narbitration, including your right\nto appeal.\nIn consideration for our willingness\nto provide you with an Account as set\nforth in the Agreement, you and we\nagree as follows:\nAny claim, dispute or controversy\n(\xe2\x80\x9cClaim\xe2\x80\x9d) by either you or us against\nthe other arising from or relating in\nany way to the Cardholder Agreement\nor your Account, except for disputes\nconcerning the validity, scope or\nenforceability of this Arbitration\nAgreement (which are for a court\nto decide), shall, at the demand of\nany party, be resolved by Binding\nArbitration. However, we will not\ndemand arbitration pursuant to this\nagreement to arbitrate in connection\nwith any individual Claim that\nyou properly file and pursue in a\nsmall-claims court of your state or\nmunicipality, so long as the Claim is\npending only in that court. \xe2\x80\x9cBinding\nArbitration\xe2\x80\x9d means an arbitration\nproceeding before the American\nArbitration Association (\xe2\x80\x9cAAA\xe2\x80\x9d)\npursuant to the code of procedures\nof the AAA in effect at the time the\nClaim is filed (the \xe2\x80\x9cArbitration Rules\xe2\x80\x9d).\nIf the AAA is unable or unwilling to\nserve, and we cannot agree on a\nreplacement, a court with jurisdiction\nshall select the arbitrator. Any\narbitration proceeding will take place\nat a location within the federal judicial\ndistrict that includes the most recent\n\nU.S. Mail address we have on file\nfor you at the time the Claim is filed\nor at any other mutually acceptable\nlocation. Any party to the arbitration\nproceeding may enter judgment upon\nthe arbitration award in any court\nhaving jurisdiction over the arbitration\naward and may have that judgment\nenforced by any court having\njurisdiction over that judgment.\nA demand for arbitration under this\nagreement to arbitrate may be made\neither before or after a lawsuit or other\nlegal proceeding begins, and may be\nmade in papers filed in the lawsuit (for\nexample, a motion by the defendant\nto compel arbitration of claims\nasserted by the plaintiff in a lawsuit\nfiled in court). However, any demand\nfor arbitration that is made after a\nlawsuit or other legal proceeding has\nbegun must be made within 90 days\nfollowing the service of a complaint,\nthird-party complaint, cross-claim or\ncounterclaim or any answer thereto\nor any amendment to any of the\nabove. If a party files a lawsuit in court\nasserting Claim(s) that are subject to\narbitration and the other party files a\nmotion to compel arbitration with the\ncourt which is granted, it will be the\nresponsibility of the party asserting\nthe Claim(s) to start the arbitration\nproceeding in accordance with the\nAAA\xe2\x80\x99s rules and procedures. Even\nif all parties have opted to litigate a\nClaim in court, you or we may demand\narbitration with respect to any Claim\nmade by a new party or any Claim\nlater asserted by a party in that or\nany related or unrelated lawsuit\n(including a Claim initially asserted on\nan individual basis but modified to be\nasserted on a class, representative or\nmulti-party basis). Nothing in\nthat litigation shall constitute a\nwaiver of any rights under this\nArbitration Agreement.\nThis agreement to arbitrate Claims\nshall be broadly construed and\nincludes all controversies and claims\nof any kind between us. It also\nincludes any disputes you have with\nour agents, contractors, employees,\nofficers or assignees, any merchants\nwith whom you use the Account, any\ncredit reporting agencies to whom\nwe report the Account or any other\nthird party that has been involved\nor becomes involved with, or whose\ntrademarks are used in connection\nwith, any purchasing, marketing,\nsoliciting, servicing or credit reporting\nactivity relating to your Account.\nMoreover, it includes initial claims,\ncounterclaims, cross-claims, thirdparty claims and federal, state, local\n\nand administrative claims and\nclaims which arose before the\neffective date of this Arbitration\nAgreement. It also includes\ndisputes based upon contract,\ntort, consumer rights, fraud and\nother intentional torts, constitution,\nstatute, regulation, ordinance,\ncommon law and equity and claims\nfor money damages and injunctive\nor declaratory relief.\nThe Claims covered by this\nagreement to arbitrate include,\nwithout limitation:\n\xe2\x80\xa2 Any disputes regarding: the\napplication you prepared in\nconnection with the issuance of\nyour Account; any solicitation\nor advertising materials you\nreceived in connection with\nyour Account; any activities\nrelating to the maintenance or\nservicing of your Account; and\nany funds held by the Bank in\nconnection with your Account;\n\xe2\x80\xa2 Any disputes arising from the\ncollection of amounts you owe\nin connection with your Account\nor the manner of collection;\n\xe2\x80\xa2 Any disputes concerning the\ndollar amount of payments\nmade or transactions posted to\nyour Account;\n\xe2\x80\xa2 Any disputes concerning the\nprocessing of items or funds\ntransfers sent to the Bank\nfor the purpose of posting to\nyour Account;\n\xe2\x80\xa2 Any disputes regarding\ninformation obtained by us\nfrom, or reported by us to,\ncredit bureaus or others;\n\xe2\x80\xa2 Any disputes related to\ninsurance or other services or\nproducts purchased from us in\nconnection with your Account;\n\xe2\x80\xa2 Any disputes regarding\ncommunications involving\ntelephones, automatic\ndialing systems, artificial or\nprerecorded voice messages,\nSMS text messages or\nfacsimile machines; and\n\xe2\x80\xa2 Any disputes concerning the\nrelationships resulting from this\nCardholder Agreement, your\nAccount or any of the foregoing.\nCLASS ACTION WAIVER: NO\nARBITRATOR OR COURT MAY\nORDER, PERMIT OR CERTIFY A\nCLASS ACTION, REPRESENTATIVE\nACTION, PRIVATE ATTORNEY\nGENERAL LITIGATION OR\nCONSOLIDATED ARBITRATION\n\n\x0cIN CONNECTION WITH THIS\nAGREEMENT TO ARBITRATE. NO\nARBITRATOR OR COURT MAY\nORDER OR PERMIT A JOINDER OF\nPARTIES IN CONNECTION WITH\nTHIS AGREEMENT TO ARBITRATE,\nEXCEPT FOR JOINDER OF ANY\nJOINT APPLICANT OR OTHER\nAUTHORIZED USER OF THE\nACCOUNT, UNLESS BOTH YOU AND\nWE CONSENT TO SUCH JOINDER\nIN WRITING. BY ACCEPTING THIS\nARBITRATION AGREEMENT, YOU\nAGREE TO WAIVE THE RIGHT TO\nINITIATE OR PARTICIPATE IN A\nCLASS ACTION, REPRESENTATIVE\nACTION, PRIVATE ATTORNEY\nGENERAL LITIGATION OR\nCONSOLIDATED ARBITRATION\nRELATED TO THIS AGREEMENT\nOR YOUR ACCOUNT.\nJURY TRIAL WAIVER: IF YOU\nOR WE ELECT TO ARBITRATE\nA CLAIM, YOU AND WE BOTH\nKNOWINGLY AND VOLUNTARILY\nWAIVE THE RIGHT TO HAVE\nA COURT OR JURY DECIDE\nTHE CLAIM.\nThe arbitrator will be required\nto follow relevant substantive\nlaw consistent with the Federal\nArbitration Act (\xe2\x80\x9cFAA\xe2\x80\x9d) and\napplicable judicial precedent to\narrive at a decision and shall be\nempowered to grant whatever relief\nwould be available in court in an\naction for an individual Claim. Any\naward of punitive damages shall be\nsubject to the constitutional limits\nthat would apply in court. Where\nauthorized by applicable law, the\narbitrator\xe2\x80\x99s award may include\nattorneys\xe2\x80\x99 fees and other expenses.\nThe arbitrator shall follow any\napplicable statute of limitations and\nprivilege rules.\nYou and we both agree that\nthe transactions subject to this\nagreement to arbitrate involve\ninterstate commerce and that this\nagreement to arbitrate shall be\ngoverned by and enforceable under\nthe Federal Arbitration Act, 9 U.S.C.\n\xc2\xa7\xc2\xa7 1 et seq.\nThe cost of any arbitration\nproceeding shall be divided\nas follows:\n\xe2\x80\xa2 If you initiate arbitration, you\nwill be responsible for paying\none half of the filing fee, or\n$125, whichever is less,\nwhen the demand for\narbitration is made.\n\xe2\x80\xa2 If we initiate arbitration, we will\nbe responsible for paying all\narbitration costs.\n\n\xe2\x80\xa2 Regardless of who initiates\nthe arbitration, you will not be\nresponsible for any arbitration\nfees that exceed one half of the\nfiling fee, or $125, whichever is\nless, or the fees that you would\nhave incurred if the Claim had\nbeen brought in court.\nNotwithstanding the foregoing, if you\nbelieve the cost of arbitration may\nbe too burdensome, you may seek\na waiver of the filing fee under the\napplicable Arbitration Rules. If you\nseek, but do not qualify for such a\nwaiver, we will consider a written\nrequest from you to advance all\nor part of the filing fee. Each party\nis responsible for the fees of its\nattorneys, experts, and witnesses\nunless the arbitrator awards them to\na party. We will always pay any fees\nor expenses that we are required to\npay by law or the Arbitration Rules or\nthat we are required to pay for this\nArbitration Agreement to be enforced.\nThe arbitrator\xe2\x80\x99s decision shall become\nfinal and binding after 30 days unless\nany party to the arbitration takes an\nappeal from the decision by making\na written request to the AAA. The\nappeal panel, which will consist of\nthree arbitrators, will consider all\nfactual and legal issues anew, will\nconduct the appeal in the same\nmanner as the initial arbitration, and\nwill make decisions based on the\nvote of the majority. We will advance\nany fees and costs required by the\nAAA to commence any appeal and\nthe appealing party will pay the\narbitrator\xe2\x80\x99s fee. The appeal panel\xe2\x80\x99s\ndecision shall be final and binding,\nexcept for any appeal rights provided\nby the FAA.\nIn the event of a conflict between the\nArbitration Rules or the Cardholder\nAgreement, on the one hand, and this\nArbitration Agreement on the other\nhand, this Arbitration Agreement shall\ngovern. This Arbitration Agreement\nshall survive the closing or termination\nof your Account, voluntary payment\nof your Account or any part of it,\nany legal proceedings to collect\nmoney you owe, any bankruptcy by\nyou and any sale or assignment by\nus of your Account. If any portion\nof this Arbitration Agreement is\ndeemed invalid or unenforceable, the\nremaining portions shall nevertheless\nremain in force, except that: (A) If\na determination is made that the\nClass Action Waiver is unenforceable,\nonly this sentence of the Arbitration\nAgreement will remain in force and the\nremaining provisions shall be null and\nvoid, provided that the determination\n\nconcerning the Class Action Waiver\nshall be subject to appeal and the\nparties acknowledge and agree that\nunder no circumstances will a class\naction be arbitrated; and (B) If a Claim\nis brought seeking public injunctive\nrelief and a court determines that\nthe restrictions in the Class Action\nWaiver or elsewhere in this Arbitration\nAgreement prohibiting the arbitrator\nfrom awarding relief on behalf of third\nparties are unenforceable with respect\nto such Claim (and that determination\nbecomes final after all appeals have\nbeen exhausted), the Claim for public\ninjunctive relief will be determined\nin court and any individual Claims\nseeking monetary relief will be\narbitrated. In such a case the parties\nwill request that the court stay the\nClaim for public injunctive relief until\nthe arbitration award pertaining to\nindividual relief has been entered in\ncourt. In no event will a Claim for\npublic injunctive relief be arbitrated.\nYou may contact the AAA to obtain\ninformation about arbitration,\narbitration procedures and fees\nby calling the telephone number or\ngoing to the Internet website\nindicated below:\nAmerican Arbitration Association\n120 Broadway, 11th Floor\nNew York, NY 10271\n800-778-7879\nwww.adr.org\nRIGHT TO REJECT ARBITRATION\nYOU HAVE THE RIGHT TO REJECT\nTHIS AGREEMENT TO ARBITRATE,\nBUT YOU MUST EXERCISE THIS\nRIGHT PROMPTLY. If you do not\nwish to be bound by this agreement\nto arbitrate, you must notify us in\nwriting within sixty (60) days after\nthe date your Account is opened.\nYou must send your request to:\nArbitration Manager, Merrick Bank,\nLegal Department, P.O. Box 5000,\nDraper, Utah 84020-5000. The\nrequest must include your 16-digit\nAccount number and a clear\nstatement of your intent, such as \xe2\x80\x9cI\nreject the arbitration clause in the\nMerrick Bank Visa or MasterCard\nCardholder Agreement.\xe2\x80\x9d Your\nelection to reject arbitration will\nnot affect the other terms of your\nAccount, nor will we close the\nAccount as a result of your election\nto reject arbitration.\n25. Third-Party Legal Process\nAgainst the Account or the Deposit\nAccount. We will comply with any\nnotice of garnishment, attachment,\ntax levy, injunction, restraining order,\nsubpoena or other legal process\n\nrelating to the Account or the Deposit\nAccount that, in our sole judgment,\nappears to be valid. If your Account or\nDeposit Account becomes involved or\nsubject to any legal or administrative\nproceeding, and we are ordered or\nrequired to take any action relative\nto your Account or Deposit Account\nthat is inconsistent with the terms\nof this Agreement, the terms of such\norder or requirement shall supersede\nand replace the terms of this\nAgreement. You agree to pay all of our\ncosts and expenses associated with\nresponding to any matter described\nin this paragraph, including our\nattorneys\xe2\x80\x99 fees.\n26. Utah and Federal Law Apply to\nthe Account. This Agreement and\nall matters relating to the Card or\nthe Account, as well as any disputes\nbetween us and you, shall be subject\nto and governed by federal law and\nthe internal laws of the State of Utah\nwithout regard to rules concerning\nconflicts of law or choice of law.\n27. Jurisdiction, Venue and Service\nof Process. You acknowledge that\nyou applied for credit from a bank\nlocated in Utah and by using the card\nare borrowing money from a bank\nlocated in Utah. You acknowledge\nand agree that we may enforce this\nAgreement and resolve any disputes,\nfor which arbitration is not demanded\nin accordance with the Arbitration\nAgreement, in courts located in Salt\nLake County, Utah, and that such\ncourts have proper jurisdiction to hear\nany matters related to this Agreement.\nYou agree that we may serve process\nupon you using certified mail from the\nUnited States Postal Service or any\nother courier service, and you hereby\nacknowledge that the signature of\nany person found at your residence or\nother address on such mailing receipt\nwill serve as satisfactory proof that\nprocess was served upon you and\nshall be deemed notice to you thereof.\n28. We May Assign the Agreement\nbut You May Not. You may not sell,\nassign, or otherwise transfer this\nAgreement, the Card, the Deposit\nAccount or the Account, or any portion\nthereof, without the express written\nconsent of the Bank. The Bank may\nsell, assign, or transfer this Agreement\nor the Account or the Deposit Account,\nor any portion thereof or any rights to\ncollect money thereunder, at any time\nand without your prior consent.\n29. We Do Not Waive Our Rights\nThrough Inaction or Delay. The\nBank\xe2\x80\x99s failure to exercise (or delay in\nexercising) any of its rights under\n\n7\n\n\x0cthis Agreement or its waiver of its\nrights on any one or more occasions\nshall not constitute a waiver of such\nrights on any other occasion. All\nrights and remedies of the Bank are\ncumulative and may be pursued\nsingularly, successively or together,\nat its sole option.\n30. Severability. Except as set\nforth in the Arbitration Agreement,\nif any portion of this Agreement is\ndeemed invalid or unenforceable, the\nremaining portions shall nevertheless\nremain in force.\n31. The Agreement Is an Integrated\nAgreement. This document, together\nwith the Pricing Appendix and any\nchange-in-terms notices we send\nto you, constitute the final written\nexpression of the Agreement between\nyou and the Bank concerning the\nCard, the Account and the Deposit\nAccount, and this Agreement may not\nbe contradicted by evidence of any\nalleged oral agreement.\n32. Glossary and Definitions. The\nfollowing definitions apply throughout\nyour Agreement.\n\xe2\x80\x9cAccount\xe2\x80\x9d means the credit card\naccount governed by this Agreement.\nThe Account was created in and is\nmaintained within the State of Utah.\n\xe2\x80\x9cAccount Balance\xe2\x80\x9d means what\nyou owe the Bank at a particular\nmoment in time, including all billed\nand accrued interest, based upon\ntransactions that have posted by\nthat time. The balance information\nyou receive over the telephone or\nonline from us may not be your payoff\nbalance due to possible delays in\nposting or calculation, or due to fees\nor interest incurred or to be incurred,\nor for other reasons.\n\xe2\x80\x9cAnnual Fee\xe2\x80\x9d means the annual fee, if\nany, described in the Pricing Appendix\nand elsewhere in this Agreement.\n\xe2\x80\x9cAdditional Card Fee\xe2\x80\x9d means the\nadditional fee, described in the Pricing\nAppendix, that must be paid annually\nfor each additional Card provided to\nyou, a co-applicant or an authorized\nuser of the Account.\n\xe2\x80\x9cAgreement\xe2\x80\x9d means this document\nand the Pricing Appendix, together\nwith any changes in terms.\n\n\xe2\x80\x9cAnnual Percentage Rate\xe2\x80\x9d or \xe2\x80\x9cAPR\xe2\x80\x9d\nis the interest rate stated as a yearly\nrate. As set forth in the Pricing\nAppendix, different APRs will apply to\nPurchases and Cash Advances.\n\xe2\x80\x9cArbitration Agreement\xe2\x80\x9d means the\nsection of this Agreement entitled\n\xe2\x80\x9cAgreement to Arbitrate Disputes and\nClass Action Waiver.\xe2\x80\x9d\n\xe2\x80\x9cATM\xe2\x80\x9d means automated\nteller machine.\n\xe2\x80\x9cAverage Daily Balance\xe2\x80\x9d means the\naverage of the daily balances on your\nAccount during a Billing Cycle.\n\xe2\x80\x9cBank,\xe2\x80\x9d \xe2\x80\x9cMerrick Bank,\xe2\x80\x9d \xe2\x80\x9cwe,\xe2\x80\x9d\n\xe2\x80\x9cour\xe2\x80\x9d and \xe2\x80\x9cus\xe2\x80\x9d mean Merrick\nBank Corporation.\n\xe2\x80\x9cBilling Cycle\xe2\x80\x9d means the interval\nbetween the closing dates for each\nsuccessive Billing Statement.\n\xe2\x80\x9cBilling Statement\xe2\x80\x9d means the\nstatement of transactions, fees\nand charges that you receive for\nyour Account each month. We are\nunder no obligation to send you a\nBilling Statement if your Account\nBalance is zero and if you have no\ntransactions on the Account during\nthe Billing Cycle.\n\xe2\x80\x9cCard\xe2\x80\x9d means the plastic card(s)\nwe have provided to you to make\ncharges to the Account, as well as any\nadditional, renewal, replacement or\ntemporary card and any other device\nor technology which may be used to\nmake charges to the Account or to\nevidence its existence.\n\xe2\x80\x9cCash Advance\xe2\x80\x9d means a transaction\nwith the Card wherein you receive\ncash or a cash equivalent, or\nwherein we provide cash or a cash\nequivalent to someone at your\ndirection. Examples of Cash Advance\ntransactions include ATM transactions,\ntransactions made at another bank,\nbalance transfers, money transfers,\nmoney order purchases, tax payments,\ntraveler\xe2\x80\x99s check purchases, foreign\ncurrency purchases, casino chip\npurchases and gaming transactions.\nEven if we choose to treat a particular\nCash Advance (or a portion of it) as\na Purchase, we may still treat other\nCash Advances (or portions of them)\nas Cash Advances, and we do not\nwaive our right to do so.\n\n\xe2\x80\x9cCash Advance APR Cap\xe2\x80\x9d means the\nhighest APR for Cash Advances that\nmay apply to your Account.\n\xe2\x80\x9cCash Advance Margin\xe2\x80\x9d is the amount\nthat is added to the Prime Rate to\ndetermine the APR for Cash Advances\non your Account.\n\xe2\x80\x9cDaily Periodic Rate\xe2\x80\x9d or \xe2\x80\x9cDPR\xe2\x80\x9d means\nthe applicable APR divided by 365.\n\xe2\x80\x9cDefault\xe2\x80\x9d occurs if: (a) you fail to\nhonor any obligation under this\nAgreement, including but not\nlimited to, your obligation to make\nat least the Minimum Payment by\nthe Payment Due Date and to keep\nthe New Balance below the credit\nlimit; (b) we believe that you gave\nus false information; (c) you die or\nbecome the subject of any insolvency\nor bankruptcy proceeding; (d) we\nbelieve there has been a material\nchange in your financial condition or\nyour willingness to pay your debts\nwhen due; (e) any payment you make\nis rejected, not paid, or cannot be\nprocessed; or (f) we believe that you\npermanently reside outside of the\nUnited States.\n\xe2\x80\x9cDeposit Account\xe2\x80\x9d means (if the\nAccount is wholly or partially secured)\nthe Merrick Bank deposit account\nopened as security for the Account, as\ndescribed in the \xe2\x80\x9cDeposit Account and\nSecurity Agreement (If Applicable)\xe2\x80\x9d\nsection of this Agreement.\n\xe2\x80\x9cEFT\xe2\x80\x9d means electronic funds transfer.\n\xe2\x80\x9cIntroductory Annual Percentage\nRate\xe2\x80\x9d or \xe2\x80\x9cIntroductory APR\xe2\x80\x9d (also\n\xe2\x80\x9cIntroductory Daily Percentage Rate\xe2\x80\x9d\nor \xe2\x80\x9cIntroductory DPR\xe2\x80\x9d) is a lower\ninterest rate that applies for a limited\namount of time after an account is\nopened. Your Account may or may not\nhave Introductory rates.\n\xe2\x80\x9cLate Payment Fee\xe2\x80\x9d means the\nfee you must pay if your Minimum\nPayment is not received on time. The\namount of the Late Payment Fee is\nset forth in the Pricing Appendix and\nis in addition to any additional interest\ncharges that accrue as a result of your\npaying late.\n\xe2\x80\x9cMinimum Payment\xe2\x80\x9d means what you\nmust pay each Billing Cycle before\nthe Payment Due Date. The Minimum\nPayment is calculated as described in\nthe Pricing Appendix.\n\n\xe2\x80\x9cNew Balance\xe2\x80\x9d means the total\namount you owe to the Bank as\nof the end of the Billing Cycle\ndescribed in the Billing Statement.\nIf transactions are posted after the\nend of the Billing Cycle, the New\nBalance will not equal the Account\nBalance under most circumstances.\n\xe2\x80\x9cPayment Due Date\xe2\x80\x9d means the\ndate when your Minimum Payment\nmust be received by the Bank,\nprior to 5 p.m. local time at the\npayment address indicated on the\nmost recent Billing Statement. If\nthe Minimum Payment is not timely\nreceived, you must pay a Late\nPayment Fee. The Payment Due\nDate will be shown on the Billing\nStatement and always will be at\nleast 25 days after the last day of\nthe prior Billing Cycle.\n\xe2\x80\x9cPricing Appendix\xe2\x80\x9d refers to the\ndocument attached to your Card\nwhen you first received it, setting\nforth applicable APRs, fees and\ncertain other important terms of\nthis Agreement.\n\xe2\x80\x9cPIN\xe2\x80\x9d refers to the personal\nidentification number associated\nwith your Card for use in ATM and\nother electronic transactions.\n\xe2\x80\x9cPrime Rate\xe2\x80\x9d means the prime\nrate of interest published on the\nlast business day of each month\nin The Wall Street Journal (or a\ncomparable rate if The Wall Street\nJournal ceases publication).\n\xe2\x80\x9cPurchase\xe2\x80\x9d means any transaction\nwith the Card between you and\nanyone else who accepts the Card\nas a means of payment. However,\nCash Advances are not Purchases.\n\xe2\x80\x9cPurchase APR Cap\xe2\x80\x9d is the highest\nAPR for Purchases that may apply\nto your Account.\n\xe2\x80\x9cPurchase Margin\xe2\x80\x9d is the amount\nthat is added to the Prime Rate to\ndetermine the APR for Purchases on\nyour Account.\n\xe2\x80\x9cYou\xe2\x80\x9d and \xe2\x80\x9cyour\xe2\x80\x9d means the Card\napplicant, or if applying jointly,\nboth Card applicants, and the\nperson or persons to whom the\nCard is issued.\nEqual Opportunity Lender\nMember FDIC\nG-17854 01/2020\n\n8\n\n\x0cACCOUNT OPENING DISCLOSURES\xe2\x80\x94MERRICK UNSECURED\nInterest Rates and Interest Charges\nAnnual Percentage Rate (APR) for\nPurchases\nAPR for Cash Advances\nPaying Interest\n\nMinimum Interest Charge\nFor Credit Card Tips from the Consumer\nFinancial Protection Bureau\n\n19.45% to 28.45% when you open your account, based on\ncreditworthiness. Your APR will vary with the market based on the Prime\nRate.*\n24.45% to 33.45% when you open your account, based on creditworthiness.\nYour APR will vary with the market based on the Prime Rate.*\nYour Payment Due Date is at least 25 days after the close of each Billing\nCycle. We will not charge you interest on Purchases if you pay your\nentire New Balance by the Payment Due Date each month. We will begin\ncharging interest on Cash Advances on the transaction date.\nIf you are charged interest, the charge will be no less than $1.00\nTo learn more about factors to consider when applying for or using a\ncredit card, visit the website of the Consumer Financial Protection\nBureau at http://www.consumerfinance.gov/learnmore.\n\nFees\nSet-up and Maintenance Fees\n\nNOTICE: Some of these set-up and maintenance fees will be assessed\nbefore you begin using your card and will reduce the amount of credit you\ninitially have available. For example, if your minimum credit limit is $500,\nyour initial available credit limit will be only about $377 (based on a onetime $75 set-up fee and a $48 annual fee) or about $365 if you also choose to\nhave an additional card.\nYou may still reject this plan, provided that you have not yet used the\naccount or paid a fee after receiving a billing statement. If you do reject the\nplan, you are not responsible for any fees or charges.\n\n\xc2\xb7 Annual Fee\n\xc2\xb7 Account Set-up Fee\n\xc2\xb7 Additional Card Fee\n\n$0 to $72 the first year. Billed $0 to $6 per month thereafter.\n$0 to $75 (one-time fee)\n$0 to $12 per additional card issued, per year. Billed $0 to $1 per month, per\ncard thereafter.\n\nTransaction Fees\n\xc2\xb7 Cash Advance\n\xc2\xb7Foreign Transaction\n\nEither $10 or 4% of the amount advanced, whichever is greater.\n2% of each transaction in U.S. Dollars.\n\nPenalty Fees\n\xc2\xb7 Late Payment\n\xc2\xb7 Over Limit\n\xc2\xb7 Returned Payment\n\nUp to $40\n$0\nUp to $40\n\nHow We Will Calculate Your Balance: We use a method called "average daily balances (including new purchases)."\nSee your Cardholder Agreement for more details.\nBilling Rights: Information on your rights to dispute transactions and how to exercise those rights is provided in your\nCardholder Agreement.\nAnnual Percentage Rates: Daily Periodic Rate for Purchases .05328% to .07794%; Daily Periodic Rate for Cash Advances .06698% to\n.09164%.\nVariable Rate Information: Purchase Margin 16.20 to 25.20 percentage points; Cash Advance Margin 21.20 to 30.20 percentage\npoints. Your APR for Purchases and Cash Advances may vary. Your APR is determined monthly by adding the appropriate margin to the\nPrime Rate*. If the Prime Rate* increases, your APR will increase accordingly, with no cap. An increase in your APR will result in an\nincrease of your minimum payment amount.\n*"Prime Rate" means the prime rate of interest published on the last business day of each month in The Wall Street Journal\n(or a comparable rate if The Wall Street Journal ceases publication).\nMinimum Payment: All past-due amounts, any Annual Fee billed monthly, any Additional Card Fee billed monthly plus the greater of\nthe following amounts: (i) 1% of your New Balance plus Late Fees, Cash Advance Transaction Fees, Over Limit Fees, Returned Payment\nFees, and Interest Charges billed during the Billing Cycle for which the Minimum Payment is calculated, as shown on that periodic\nstatement, rounded to the next-higher dollar; or (ii) $35. If the New Balance is less than $35, the Minimum Payment will be the total\namount owed.\nRev 06/01/2021mp35\n\n\x0c'