Cardmember Agreement for Elan Financial Services® Visa Signature®, World
MasterCard®, and World Elite MasterCard® Accounts

This credit card program is issued and administered by Elan Financial Services. This information is accurate as of September 30, 2012.
PLEASE NOTE that this information is provided for general information purposes only and is not specific to your Account. See the Agreement
that was provided for your Account and Card for more detailed information, including contact information.

PRICING INFORMATION: Actual pricing will vary from one Cardmember to another

(APR = Annual Percentage Rate)
(DPR = Daily Periodic Rate)
Annual Percentage Rates for Purchases

This APR will vary with the Market based on
the Prime Rate.

Prime + 6.74% to Prime + 22.74%
(APR) 9.99% to 25.99%
(DPR) 0.027370% to 0.071205%

Annual Percentage Rates for Balance Transfers

This APR will vary with the Market based on
the Prime Rate.

Prime + 6.74% to Prime + 22.74%
(APR) 9.99% to 25.99%
(DPR) 0.027370% to 0.071205%

Annual Percentage Rates for Cash Advances

This APR will vary with the Market based on
the Prime Rate.

Prime + 6.74% to Prime + 22.74%
(APR) 9.99% to 25.99%
(DPR) 0.027370% to 0.071205%

Minimum Interest Charge

For Credit Card Tips from the
Consumer Financial Protection Bureau

Set Up and Maintenance Fees




Annual Fee
Travel Fee
Transaction Fees

If you are charged interest, then the Minimum Interest Charge
will be no less than $2.00

To learn more about factors to consider when applying for or
using a credit card, visit the website of the Consumer Protection
Financial Bureau at
http://www.consumerfinance.gov/learnmore.
NOTICE: Some of these set-up and maintenance fees will be
assessed before you begin using your Card and based on your
Revolve Limit, your initial available credit will be less.

You may still reject this Account, provided that you have not yet
used it or paid a fee after receiving a billing statement. If you do
reject the Account, you are not responsible for any fees or
charges.
$0 to $175
NONE



 Convenience Check Advance Fee

Balance Transfer Advance Fee

Either $5 to $10 or 3% to 4% of the Transfer or Advance
amount, whichever is greater (maximum fee (No Maximum)).
Either $5 to $10 or 3% to 4% of the Transfer or Advance
amount, whichever is greater (maximum fee (No Maximum)).
Financial Institution Cash Advance Fee Either $10 or 4% of the Advance amount, whichever is greater



 Cash Equivalent Advance Fee

 Cash Advance Overdraft Protection

Fee

 Cash Advance ATM Fee



Foreign Transaction Fee

(maximum fee (No Maximum)).
Either $20 or 4% of the Advance amount, whichever is greater
(maximum fee (No Maximum)).
Either $0 to $10 or 0% to 4% of the Advance amount,
whichever is greater (maximum fee (No Maximum)).
Either $10 or 4% of the Advance amount, whichever is greater
(maximum fee (No Maximum)).
Up to 3%

Account Fees



Late Fee

 Return Payment Fee

Up to $35

$0 to $35

P. O. Box 6352
Fargo, ND 58125

Cardmember Agreement

This is a cardmember agreement and disclosure statement (“Agreement”) between you and the Issuer containing the terms that will apply to your Credit Card Account (“Account”)
effective September 30, 2012.
In this Agreement, “you”, “your" and “Cardmember” means each individual accepting a solicitation or applying for the Account or otherwise agreeing to be
responsible for the Account. “We”, “us”, “our”, and “the Issuer” means Elan Financial Services, the issuer of the Card and your Account creditor. Please read this Agreement carefully and
keep it in a safe place to make the best use of the credit cards we issue with this Account (“Card”). The Agreement becomes effective as soon as you or someone authorized by you uses
the Card or Account, but no later than 30 calendar days after we issue and you fail to return the Card. This web Agreement does not replace the Agreement that is provided with the
Account and Card.

This Agreement contains an arbitration provision (including a class action arbitration waiver). It is important that you read the entire Arbitration Provision section carefully.

ACCOUNT FEATURES AND YOUR USE OF THE ACCOUNT

1. Personal Use: You may use the Account only for personal, family or household
purposes. Federal or state consumer protection laws may not apply if you use the
Account for other than personal, family or household purposes.

2. Purchases: You may use the Account to buy, lease or otherwise obtain goods or
services from participating merchants (including transactions you initiate by mail,
telephone or over the Internet), or take advantage of special promotional Balance
Transfer offers that post as Purchase transactions (“Purchases”). We will,
in
connection with any promotional offer we make from time to time, provide information
on your Card carrier or in additional materials (the “Offer Materials”) that explain
whether those transactions will post and be treated as a Purchase. Even if you have
not signed a sales draft or the merchant has not supplied you with a written receipt or
other proof of sale, you are responsible for all Purchases made through your Account,
except as expressly limited by applicable law (see Your Billing Rights section below for
more details).

3. Advances: “Advances” are transactions other than Purchases that allow you direct
access to funds available through your Account. Advances may include Account
transactions such as cash advances you obtain directly from us, automated teller
machines (“ATMs”) or other participating financial institutions (“Cash Advances”). ATM
and financial
institution Advances include phone (automated phone system and 24
Hour customer service assisted) and Internet transfers. Advances also include some
Balance Transfers, Convenience Checks, FastCash, Overdraft Protection Advances
and Cash Equivalent Advances.
“Cash Equivalent Advances” include transactions to
acquire or initiate wire transfers, travelers checks, cashier’s checks, money orders,
foreign cash transactions, casino gaming and betting transactions and lottery tickets.
Monthly Account statements we issue may refer to Advances as an Advance, Cash,
Cash Advances, or by the product or device you used to obtain an Advance. Refer to
the Account Fees section for details on Advance Transaction Fees.

4. Advance Limits: Only a portion of the Revolve Limit (defined below) is available for
Advances and that portion may vary from time to time. Although you may have credit
available under your Account, we may be unable to authorize an Advance. You may
contact Cardmember Service to learn the portion of your Revolve Limit which is
available for Advances.

5. Convenience Checks: From time to time, we may supply Convenience Checks for
use by the person(s) or drawer named on those checks. “Convenience Checks” are
drafts that look like other checks, but are drawn on credit available in your Account.
Convenience Checks may not be offered for all Account types. We will, in connection
with any Convenience Check we provide, include Offer Materials that will explain
whether the Convenience Check will post and be treated as an Advance or as a
Balance Transfer. Convenience Checks must be written in U.S. Dollars. We may
return a Convenience Check unpaid if:
(a) the credit available under your Revolve Limit is less than the Convenience Check
amount;
(b) the Account is in Default; or
(c) the Convenience Check is improperly endorsed or otherwise fails to conform to our
regularly accepted standards for check payment.
Convenience Checks may not be used to pay your Account or any obligation you owe
us or our affiliates.

6. Paying and Stopping Payment on Convenience Checks: You must write to us or call
to request that payment be stopped on a Convenience Check. You must call us
promptly with an oral stop payment request and then provide us with a written
confirmation of the stop payment request within 14 calendar days. Any written stop
payment request we receive will remain in effect for 6 months, unless you renew the
request in writing before the end of that time. We may pay Convenience Checks more
than 6 months old. There may be circumstances under which a Convenience Check
must be paid, even if we have received a stop payment request from you. We will not
be liable to you if we do not honor your stop payment
those
circumstances. If it is determined that a Convenience Check should have been paid,
but was not, we will not be liable for any consequential, punitive or incidental damages
if we acted in good faith. Our only obligation under those circumstances will be to pay
the designated payee the amount of the Convenience Check and cancel any charges
assessed against your Account as a result of any wrongful
failure to honor the
Convenience Check.

request under

7. Balance Transfers: We may permit you to transfer balances and obligations that you
owe other companies or financial institutions to your Account, subject to the terms and
conditions disclosed in the Offer Materials (“Balance Transfers”). Balance Transfers
will post to your Account and be separately reflected on monthly Account statements
as a Balance Transfer, or, depending upon the offer, may post to the Account and be
treated as a Purchase or an Advance. We will, in connection with any Balance
Transfer offer we make, provide you with materials that explain how the Balance
Transfer will post to your Account and be reflected on monthly Account statements.
You may not request Balance Transfers on existing obligations you owe us or our
affiliates. If you request a Balance Transfer that would cause your Account to exceed
its Revolve Limit, we may, at our option, (a) post the entire Balance Transfer requested
to your Account; (b) post only a portion of the Balance Transfer requested to your
Account up to the amount of credit available under the Revolve Limit; or (c) refuse to
process the entire amount of the Balance Transfer requested.

8. Overdraft Protection: This section is part of
the Agreement only if you have
specifically requested and have obtained Overdraft Protection linking the Account with
a designated checking account at a financial institution with which we are affiliated or
with which we have a correspondent relationship. An “Overdraft Protection Advance” is
an advance of funds to your designated checking account from this Account that will
prevent overdrafts on your checking account. You authorize us to make Overdraft
Protection Advances from the Account as provided in this Agreement. Any Overdraft
Protection Advance will post and be disclosed as either a "Financial Institution Cash
Advance" or an "Overdraft Protection Advance on your periodic statement, and will be
subject to either a Financial Institution Cash Advance fee or an Overdraft Protection
Advance fee, depending on how the Advance is processed. An Overdraft Protection
Advance will be made only once per day, and will be made in the amount determined
by your financial institution (regardless of the specific overdraft amount). Please verify
the amount of the Overdraft Protection Advance with your financial
institution. We
may cancel Overdraft Protection privileges under the Account, even if the Account
remains open for other purposes.

Note: For Young Adult Accounts, the young adult’s name and cosigner’s name must
both be named on the linked checking account in order to have Overdraft Protection.

INTEREST CHARGES AND ACCOUNT FEES

9. Account INTEREST CHARGES: INTEREST CHARGES reflect the cost of credit.
Your total INTEREST CHARGE for any billing cycle will equal the amount of any (a)
periodic rate INTEREST CHARGES (sometimes referred to as "interest" in this
Agreement and on monthly Account statements); (b) Advance Transaction Fees; and
(c) any other transaction fees that are considered INTEREST CHARGES.

In this Agreement, we have abbreviated the terms “daily periodic
10. Interest Rate:
rate” as DPR, “average daily balance” as ADB, and “ANNUAL PERCENTAGE
RATE” as APR.
(a) Standard Interest Rates-
Rate for "Purchases" and "Balance Transfers": The DPR for transactions posting as
Purchases and Balance Transfers is equal to 1/365th of its corresponding APR. Rate
for "Advances": The DPR and corresponding APR for transactions posting to the
Account as Advances is equal to 1/365th of its corresponding APR.

(b) Variable APRs are calculated by adding a margin to the Index. Your Variable DPR
is equal to 1/365th of the corresponding APR. Your DPR and corresponding APR may
increase or decrease from time to time according to the movements up or down of the
Index, which is the Prime Rate published in the "Money Rates" section of the Midwest
Edition of The Wall Street Journal on the last publication day before the date on which
the billing cycle closed (in other words,
the "statement date"). Any variable rate
adjustment based on an Index change will be effective as of the first day of the current
billing cycle, and will apply to the new and outstanding Account balances and
transactions subject to that variable rate. We reserve the right to choose a comparable
new index if The Wall Street Journal ceases to publish a Prime Rate. The margin is the
percentage we add to the Index to calculate the APR. The current applied Index value
for your Account is 3.25%.

introductory or promotional

Introductory and Promotional Rates: We may, at our option, offer you for a limited
time
interest rates for all or part of new Purchase,
Advance, or Balance Transfers posted to your Account. We will tell you in the Offer
Materials the introductory or promotional rate and the period of time during which that
rate will be in effect and any conditions or requirements of the offer. Unless the Offer
Materials state otherwise, an introductory or promotional rate will remain in effect until
the last day of the billing cycle in which the introductory or promotional rate expires.
Any introductory or promotional rate that applies to new or outstanding Account
balances will
increase to the standard rate that would otherwise apply, or, when
appropriate under the terms of this Agreement, a Penalty Rate due to an Adjustment
Event (as indicated above).

INTEREST CHARGE; Method of Computing Amount Subject

11.
to Interest: We
calculate the periodic rate or interest portion of the INTEREST CHARGE by multiplying
the applicable DPR by the ADB (including new transactions) of the Purchase, Advance
and Balance Transfer categories subject to interest, and then adding together the
from each category. We determine the ADB separately for the
resulting interest
Purchases, Advances and Balance Transfer categories. To get the ADB in each
category, we add together the daily balances in those categories for the billing cycle
and divide the result by the number of days in the billing cycle. We determine the daily
balances each day by taking the beginning balance of those Account categories
(including any billed but unpaid interest, fees, credit insurance and other charges),
adding any new interest, fees, and charges, and subtracting any payments or credits
applied against your Account balances that day. We add a Purchase, Advance or
Balance Transfer to the appropriate balances for those categories on the later of the
transaction date or the first day of the statement period. Billed but unpaid interest on
Purchases, Advances and Balance Transfers is added to the appropriate balances for
those categories each month on the statement date. Billed but unpaid Advance
Transaction Fees are added to the Advance balance of your Account on the date they
are charged to your Account. Any billed but unpaid fees on Purchases, credit
insurance charges, and other charges are added to the Purchase balance of the
Account on the date they are charged to the Account. Billed but unpaid fees on
Balance Transfers are added to the Balance Transfer balance of the Account on the
date they are charged to the Account. In other words, billed and unpaid interest, fees,
and charges will be included in the ADB of your Account that accrues interest and will
reduce the amount of credit available to you. Credit
insurance charges are not
included in the ADB calculation for Purchases until the first day of the billing cycle

following the date the credit insurance premium is charged to the Account. Prior
statement balances subject to an interest-free period that have been paid on or before
the payment due date in the current billing cycle are not
included in the ADB
calculation. There is a minimum INTEREST CHARGE Fee in any billing cycle in which
an INTEREST CHARGE is due. As described above, this Agreement provides for the
compounding of interest on your Account.

12. Paying Interest: You have a 24 to 30 day interest-free period for Purchases
provided you have paid your previous balance in full by the Payment Due Date shown
on your monthly Account statement.
INTEREST
CHARGES on Purchases, you must pay your new balance in full by the Payment Due
Date shown on the front of your monthly Account statement. There is no interest-free
period for transactions that post to the Account as Advances or Balance Transfers
except as provided in any Offer Materials. Those transactions are subject to interest
from the date they post to the Account until the date they are paid in full.

to avoid additional

In order

13. Advance Account Fees: You agree to pay the following Account
INTEREST CHARGES:

fees and

(a) We may add an Advance Transaction Fee INTEREST CHARGE to the
Advance balance of the Account for each Advance you obtain during a billing
cycle in addition to the interest
that accrues on Advances. The Advance
Transaction Fee imposed will equal the greater of either a percentage of each
Advance or the minimum dollar amount, subject to the maximum dollar amount.
(b) We may add a Balance Transfer Fee INTEREST CHARGE to the Purchase
balance of the Account except where Offer Materials specify otherwise.
(c) We may add a Convenience Check Fee INTEREST CHARGE to the
Advance balance of your Account except where Offer Materials specify
otherwise.
(d) We may add an Overdraft Fee INTEREST CHARGE to the Advance
balance of your Account, except where Offer Materials specify otherwise.

14. Account Fees:

(a) We may add a Promotional Discount Transaction Fee INTEREST CHARGE
for each Promotional Discount you receive during the billing cycle, as outlined in
any Offer Materials
(b) Annual Membership Fee. Each year, the Account may be subject to your
payment in advance of an Annual Membership Fee INTEREST CHARGE which
will compensate us for maintaining and servicing the Account for the following
year. This fee will be charged to the Purchase balance of your Account.
(c) We will add a Late Payment Fee to the Purchase balance of the Account if
your Minimum Payment is not received by the Payment Due Date shown on the
monthly Account statement.
(d) There is no Overlimit Fee on your Account.
(e) We may add a Returned Payment Fee to the Purchase balance of the
Account if any payment on the Account is not honored or if we must return it to
you because it cannot be processed. A check that is returned unpaid will be sent
for collection.
(f) We will add a Duplicate Documentation Fee to the Purchase balance of the
Account
for each copy of a monthly statement, sales slip, refund slip, or
Advance slip that you request. There will be no charge for documentation
if our investigation
requests made in connection with a billing error notice,
indicates a billing error occurred.
(g) We may add a service charge to the Purchase balance of the Account if you
call us to make a payment on your Account and are assisted by a Cardmember
Service Representative to make the payment. You will be provided with
confirmation of the service charge before the payment transaction is authorized.
(h) We may add a Stop Payment Check Fee to the Purchase balance of your
Account if you request a stop payment on a Convenience Check. (See "Paying
and Stopping Payment on Convenience Checks" section above for more
details.)

In no circumstance will your Late Fee or Returned Payment Fee ever be greater
than your Minimum Payment due.

IMPORTANT INFORMATION ABOUT USING YOUR ACCOUNT

15. BalanceShield or Insurance Charges: Your purchase of BalanceShield debt
cancellation or credit life insurance and disability is optional. Whether or not you
purchase BalanceShield or credit insurance will not affect your application for credit or
If you elect to purchase
the terms of any existing credit agreement you have with us.
BalanceShield or credit insurance and are eligible to participate, the monthly program
fee or premium (at the rate disclosed to you) will be added to the Purchase balance as

of the closing date of each billing cycle based upon the Account balance (including
accrued INTEREST CHARGES). The terms of your BalanceShield coverage will be
summarized in the BalanceShield Debt Cancellation Program Agreement, which will
be provided to you upon enrollment. For credit insurance, the terms of your insurance
coverage will be summarized in the Certificate of Insurance, which will be provided to
you. These features are not offered for Secured Accounts.

16. Credit Limit: There is no predetermined Credit Limit for your Account. Individual
transactions are authorized based on factors such as Account history, credit record,
and payment resources.
a. Revolve Limit: Your Revolve Limit
(for Purchases, Advances and Balance
Transfers) is the total dollars available to you to carry over, less the minimum monthly
payment from billing cycle to billing cycle as a revolving line of credit. Your initial
Revolve Limit is shown on the Card carrier. We reserve the right to periodically re-
evaluate your Account and increase or decrease your Revolve Limit.
b. Extraordinary Purchases: If you are planning an out-of-pattern transaction or large
ticket Purchase, you must inform us of the Purchase at least 2 business days prior,
and no more than 60 days prior to the event via telephone.

17. Payment: You must pay us in U.S. Dollars with checks or similar payment
instruments drawn on a financial institution located in the United States. We will also
accept payment in U.S. Dollars via the Internet or phone or previously established
automatic payment transaction. We may, at our option, choose to accept a payment
drawn on a foreign financial institution. However, you will be charged and agree to
pay any collection fees required in connection with such a transaction. The date you
mail a payment is different than the date we receive that payment. For purposes of
this Agreement, the payment date is the day we receive your check or money order at
the address specified on your monthly Account statement or the day we receive your
electronic or phone payment.
If you mail your payment without a payment coupon or
to an incorrect address, it may result in a delayed credit to your Account, additional
INTEREST CHARGES, fees, and possible suspension of your Account.

18. Minimum Payment: Each month, you must pay at least the Minimum Payment and
any past due Minimum Payment(s) by the Payment Due Date shown on your monthly
Account statement. You may, at your option, pay more than the Minimum Payment or
pay the New Balance (as stated on your monthly Account statement) in full to reduce
or avoid the INTEREST CHARGE for the Account. Your Minimum Payment will be
calculated as follows: first we determine the "Base Minimum Payment", which is the
greater of $30.00 or 1.00% of your New Balance up to the Revolve Limit not including
items (1) and (2) below. To the Base Minimum Payment, we may add one or more of
the following items, as incurred on your Account: (1) any late, annual and/or any other
Account related fee, (2) the INTEREST CHARGE, and (3) if your Account is over the
Revolve Limit, some or all of the balance amount over your Revolve Limit. If the
resulting Minimum Payment is greater than $30.00, the total is then rounded to the
next highest dollar not
to exceed your New Balance. Any Minimum Payment or
additional amount you pay each month will not prepay any future Minimum Payments
required, or change your obligation to make at least a Minimum Payment by the
Payment Due Date.

If we cannot collect on your check or other payment item
19. Payment Application:
you send us to pay on your Account, we may post as an Advance transaction an
amount equal to the credit previously given to you for such check or payment item and
we may charge interest on this amount from the date your Account originally was
credited for the payment. After a payment has been made, we reserve the right to
withhold available credit in the amount of the payment for 7 business days. Any credit
available before the payment is made will continue to be available for use during this
time.

20. Skip Payment Option: We may, at our option, occasionally offer you an opportunity
to skip your obligation to make the Minimum Payment due. You may not skip
If we offer you an opportunity to skip a
payments unless we make this offer to you.
payment more than once in a 12 month period, you will not be permitted to skip
payments required in consecutive months. You cannot accept a skip payment offer if
your Account is delinquent, or is in Default. When you take advantage of a skip
payment offer, the interest will continue to accrue on the entire unpaid balance of your
Account.

21. Change of Address: Your monthly Account statements and notices about your
Account will be sent to the address you provided in your application or your response
to our Account solicitation. To change your address, you must call us or write to us.
We must receive this information 21 days before the date a billing cycle closes to
If you have an address
provide your monthly Account statement at your new address.
change within 45 days of
the expiration date of your Card(s), please contact
Cardmember Service with your new address so your new Card(s) can be mailed to
your new address.

22. Authorized Users: You agree not to allow access to your Card, Account number,
Convenience Checks, or personal identification number (PIN) to anyone else to use
your Account, except by asking us to issue a card to grant Account access to another
person.
If you allow access to your Card or Account information, you will be liable for
any charges made by that person, unless and except as expressly required by
applicable law. You agree to be responsible for all Account transactions made by a
Cardmember, or anyone who you have authorized by (a) asking us to issue a Card to
grant Account access to another person; (b) lending your Card to or allowing Account

access by another person; or (c) any other way in which you would be legally
considered to have allowed another person to use your Account or to be legally
prevented from denying that you did so. Be cautious when allowing another person to
become an authorized user of your Account; once you allow authority to any
authorized user you cannot limit that authority unless the Account is closed to future
transactions. You, as a primary or joint Cardmember must call or write us with any
request to cancel and remove a person’s authority. We will not provide any Account
information to anyone other than you and any Authorized Users. Authorized Users
have no right to make any Account changes or inquiries.

23. Lost or Stolen Card or Other Information: You must notify us immediately by
telephone or in writing if your Card, Convenience Checks, or PIN is lost or stolen or
there is possible unauthorized use of your Card, Account, or PIN. You will not be liable
for unauthorized use of your Account.
If this happens, we will ask you and all other
persons given Account access to return all Cards and unused Convenience Checks to
us. In addition, we have the right to close your Account and open a new Account. If we
If requested, we may issue a new PIN and new
do so, new Cards will be issued.
Convenience Checks for your new Account.

24. Using Your Card for International Transactions:
Visa: You may use your Card for retail Purchases at foreign merchants and for cash
withdrawals from foreign ATMs. Some merchant and ATM transactions, even if you
and/or the merchant or ATM are located in the United States, are considered foreign
transactions under the applicable rules,
in which case we will add the Foreign
Transaction Fee INTEREST CHARGE described in this section to those transactions.
We do not control how these merchants, ATMs, and transactions are classified for this
purpose. The exchange rate in effect when the transaction is processed may differ
from the rate in effect on the date of the transaction or the date of the posting of the
transaction to your Account.

If you use your Card at a merchant or an ATM that bears the Visa logo (and no PLUS
System logo), the transaction will be processed through the Visa system and will be
converted to U.S. Dollars according to the applicable rules established by Visa from
time to time. Currently, the currency conversion rate used by Visa to determine the
foreign currency transaction amount in U.S. Dollars is determined by multiplying the
amount of the foreign currency transaction times (a) a rate selected by Visa from the
range of rates available in wholesale currency markets for the applicable central
processing date, which rate may vary from the rate Visa itself receives, or (b) the
government-mandated rate in effect for the applicable central processing date. If your
foreign transaction is in foreign currency prior to being processed by Visa, we will add
a Foreign Transaction Fee INTEREST CHARGE of up to 3.00% of the Purchase or
ATM transaction. If your foreign transaction is in or converted to U.S. Dollars prior to
being processed by Visa, we will add a Foreign Transaction Fee INTEREST CHARGE
of up to 3.00% of the Purchase or ATM transaction. If you use your Card at an ATM
that bears only the PLUS System logo (and no Visa logo), the transaction will be
processed through the PLUS System and will be converted into U.S. Dollars at the
exchange rate established, from time to time, by the operator of that ATM. To the
converted transaction we will not add a Foreign Transaction Fee INTEREST
CHARGE. If you use your Card at an ATM that bears both the Visa and PLUS System
logos, the ATM operator will determine whether to send your transaction over the Visa
or PLUS System network using such network's respective currency conversion rules
then in effect (as explained above).

MasterCard: You may use your Card for retail Purchases at foreign merchants and for
cash withdrawals from foreign ATMs that bear either the PLUS System or the
MasterCard logo. Some merchant and ATM transactions, even if you and/or the
merchant or ATM are located in the United States, are considered foreign transactions
under the applicable MasterCard rules,
in which case we will add the Foreign
Transaction Fee INTEREST CHARGE described in this section to those transactions.
We do not control how these merchants, ATMs, and transactions are classified for this
purpose. The currency conversion rate in effect on the processing date may differ
from the rate that would have been used on the date of the transaction or the date of
the posting of the transaction to your Account.

If you effect a transaction at a merchant or an ATM that bears the MasterCard logo
(and no PLUS System logo) with your MasterCard Card in a currency other than U.S.
Dollars, MasterCard International Incorporated will convert the transaction into a U.S.
Dollar amount using its currency conversion procedure, which is disclosed to
institutions that issue MasterCard cards. Currently, the currency conversion rate used
by MasterCard International to determine the foreign currency transaction amount in
U.S. Dollars for such transactions is generally either a government mandated rate or a
wholesale rate determined by MasterCard International for the processing cycle in
which the transaction is processed.
If your foreign transaction is in foreign currency
prior to being processed by MasterCard, we will add a Foreign Transaction Fee
INTEREST CHARGE of up to 3.00% of the Purchase transaction or up to 3.00% of the
ATM transaction. If your foreign transaction is in or converted to U.S. Dollars prior to
being processed by MasterCard, we will add a Foreign Transaction Fee INTEREST

CHARGE of up to 3.00% of the Purchase transaction or up to 3.00% of the ATM
transaction.

If you use your Card at an ATM that bears only the PLUS System logo (and no
MasterCard logo), the transaction will be processed through the PLUS System and will
be converted into U.S. Dollars at the exchange rate established, from time to time, by

that ATM. To the converted transaction we will add a Foreign

the operator of
Transaction Fee INTEREST CHARGE.
If you use your Card at an ATM that bears both the MasterCard and PLUS System
logos, the ATM operator will determine whether to send your transaction over the
MasterCard or PLUS System network using such network’s respective currency
conversion rules then in effect (as explained above).

YOUR LEGAL RESPONSIBILITY IN THIS AGREEMENT

25. Responsibility to Pay: You agree to pay us for all Purchases, Advances, Balance
Transfers, INTEREST CHARGES, Account Fees and charges, any other transaction
charges as provided in this Agreement and, to the extent permitted under applicable
law, attorneys fees and collection costs we incur enforcing this Agreement against
you. This is the case even if your Account is only used by one of you, or is used by
someone authorized by only one of you. If there is more than one Cardmember, each
of you is responsible, together and separately, for the full amount owed on your
Account. Your obligation to pay the Account balance continues even though an
agreement, divorce decree, court judgment, or other document to which we are not a
party may direct another person responsible to pay the Account.

26. Intent to Repay: Every time you use your Account, you represent to us that you
intend to and have the ability to repay your Account obligations. We rely on this
representation every time you use your Account.

27. Settling a Disputed Balance; Payment in Full: If you want to settle a disagreement
with us about any amount you owe by sending a check on which you have written
"Payment in Full" or similar language, you must send us a written explanation of the
disagreement or dispute and any such check to Cardmember Service. (See Your
Billing Rights section below for complete details.) This address is different than the
address you use to make Account payments. Writing “Payment in Full” or similar
language on the check will not be enough to resolve the dispute. If we collect a check
or any payment instrument marked “Payment in Full” that you sent to an address other
than the one provided in this section (such as the address at which you normally make
payments), we will not have waived our right to collect any remaining amount you owe
us under the terms of your Account.

28. Default: You and your Account will be in Default if:

(a) we do not receive the Minimum Payment by the Payment Due Date
disclosed on the monthly Account statement;
(b) you violate any other provision of this Agreement;
(c) you die without a surviving joint Cardmember;
(d) you become insolvent, assign any property to your creditors, or go into
bankruptcy or receivership;
(e) you have made false statements on your Account application or in the
maintenance of your Account;
(f) we have any reason to believe that your Account is in danger of, or is being
used for fraud;
(g) you are a married community property state resident and you or we receive a
written termination notice of this Agreement from your spouse;
(h) your Account becomes inactive;
(i) anything happens that we believe in good faith materially increases the risk
that you will not
live up to your payment and other obligations under this
Agreement; or
(j) this is a joint Account and one of you notifies us that he or she wants the
Account closed or will no longer be liable on the Account.

You and your Account may also be in Default if you make transactions which go over
your Revolve Limit.

29. Illegal Purchases: You agree that you will not use or permit an Authorized User to
use the Card or Account for any unlawful purpose, such as funding any account that is
set up to facilitate online gambling.

OUR LEGAL RIGHT TO CHANGE OR CANCEL THIS AGREEMENT

30. Ownership of this Account: Your Card and any other Account access devices that
we supply to you are our property and must be immediately returned to us or our
designated agent or otherwise destroyed or surrendered as we instruct.

31. Changes to your Account: Account and Agreement terms are not guaranteed for
any period of time; we may change the terms of your Agreement, including APRs and
fees,
in accordance with applicable law and the terms of your Agreement. Your
transactional experience with us may also cause a change, including an increase in
the margin that is added to the Index, an increase in fees, or a decrease in the
Revolve Limit. Factors considered in determining the increased rate or Revolve Limit
decrease may include your general credit profile, existence, seriousness and timing of
the defaults under any agreement that you have with us, and other indications of the
Account usage and performance. We will give you the written notice of any such
change in the manner required by law. Any Agreement changes to APRs and fees will
apply to all new Account balances you owe under your Account as of the effective date
indicated in the notice or otherwise permitted by applicable law. All other Agreement
changes will apply to all new and outstanding Account balances you owe under your
Account as of the effective date indicated in the notice or otherwise permitted by
applicable law. If the change in terms notice provides, you may choose not to accept
the changes, in which case you must provide us with written notice at the address
contained in the change in terms notice no later than 25 days after the effective date of
In this case, we will close your Account and permit you to pay off the
the change.
outstanding Account balances in full at that time or under the terms of your existing
Agreement. You will have accepted any proposed change if your Account is used after
the effective date of the changed terms, even if 25 days has not elapsed after any
such effective date.

32. Cancellation of Your Account: We may cancel your Account or suspend your ability
to obtain Account credit immediately, without notice, if your Account is in Default. Even

if you are not in Default, we may cancel your Account by providing notice to you. You
may cancel your Account by notifying us by telephone or in writing. If you have a
secured Account, your termination request must be made in writing.
If this is a joint
Account, we will honor a request by either of you to cancel the Account. After the
Account is cancelled, you will not be able to obtain additional Account credit, except
that, (a) the Account may continue to receive recurring charges for items and services
until you contact and cancel delivery with the company providing the item or service, or
(b) under certain circumstances if you use your Account
the
transaction may be posted to your Account. After your Account is cancelled, all
amounts outstanding on your Account will be due and payable without notice or
demand from us. You must cut all Cards and Convenience Checks in half and return
them to us.
If you do not pay the amount you owe under this Agreement, you will be
liable for our collection costs including our reasonable attorney fees and expenses of
legal actions, to the extent permitted by applicable law.

for a transaction,

33. Assignment of Your Account to Another Creditor: We may assign, sell or transfer
your Account and amounts owed by you to another creditor at any time. If we do, this
Agreement will still be in effect unless and until amended, and any references made in
this Agreement to “we”, “us”, or “our” will refer to the creditor to which we assigned,
sold or transferred your Account or amounts owed under your Account. You may not
delegate your obligations and responsibilities to us to any third party without our
express written consent.

THE ISSUER’S LEGAL RIGHTS AND OBLIGATIONS

34. Collecting Credit Information about You: You authorize us to make any credit,
employment and investigative inquiries we feel are appropriate related to giving you
credit or collecting amounts owed on your Account. You agree that a consumer credit
report may be requested periodically from one or more consumer reporting agencies
(“Credit Bureaus”) and used in connection with your application and any update,
renewal or extension of credit. We will provide information about you, your Account or
your credit history to Credit Bureaus and others who may properly receive that
information.

35. Credit Bureau Disputes: If you believe we inaccurately reported credit history
information about you or your Account to a Credit Bureau, call us at 1-800-481-9057 or
write to the Consumer Recovery Department, Attn.: CBR Disputes, P.O. Box 108, St.
Louis, MO 63166-9801.

36. Privacy Pledge and Disclosure of Account Information: A copy of our Privacy
Pledge was included with your original Agreement. You will also receive a copy at

least once annually while you remain our customer. We also keep copies of our
Privacy Pledge in financial institution offices and post it on our web site. Our Privacy
Pledge describes how we collect, protect and use confidential financial and other
information about you and the circumstances in which we might share information
about you with members of our corporate family and with unaffiliated third parties. Our
Privacy Pledge also tells you how you can (a) limit the ways we share certain kinds of
information about you and (b) request corrections to the information we maintain about
you.

37. Refusal to Honor Transactions: We and our agents are not responsible if anyone
refuses to honor your Card or a Convenience Check, or if authorization for a particular
transaction is not given. Although you may have credit available under your Account,
we may be unable to authorize credit for a particular transaction. The number of
transactions you make in one day may be limited, and the limit per day may vary.
These restrictions are for security reasons and as a result we cannot explain the
details of how this system works.
is over the Revolve Limit or
If your Account
for transactions may be declined. We are not
delinquent, authorization of credit
responsible for anything purchased with your Card or a Convenience Check, except as
expressly required by applicable law (see Your Billing Rights section below for more
details). You must return goods you purchased with the Card or Account
to the
merchant and not to us.

38. Third Party Offers: From time to time, third parties may provide you with benefits
not related to the extension of Account credit. We are not liable for these features,
services and enhancements, as they are the sole responsibility of the third party
provider. We and/or a third party may add, change or delete entirely these benefits
without notice or liability to you, to the extent permitted by applicable law. You agree to
hold us harmless from any claims, actions or damages resulting from your use of any
of these features, services or enhancements, where permitted by applicable law.

39. Monitoring and Recording Communications: You understand and agree that we,
and anyone acting on our behalf, may monitor and/or record any communications
between you, or anyone acting on your behalf, and us, or anyone acting on our behalf,
for quality control and other purposes. You also understand and agree that this
monitoring or recording may be done without any further notice to you or anyone
acting on your behalf. The communications that may be monitored or recorded
include telephone calls, cellular or mobile phone calls, and any other communications
in any form.

40. Severability: If a court of competent jurisdiction finds any part of this Agreement
illegal or unenforceable, the remaining portions of the Agreement will remain in effect
as written after any such illegal or unenforceable portion is amended in conformance
with applicable law or, if necessary, voided.

41. Entire Agreement: This version of the web Agreement replaces any previous
versions of the web Agreement. The Agreement, as modified by any change in terms
we may deliver from time to time in accordance with applicable law, constitutes the
entire agreement between you and us, and supersedes any prior negotiation,
agreement, or understanding between you and us concerning the subject matter of the
Agreement.

42. Waiver: We do not give up our rights under the Agreement or applicable law when
we fail to exercise or delay exercising those rights. Our failure or delay to exercise any
right or remedy we have against you does not mean that we waive that right.

43. Arbitration Provision:

(a) You agree that either you or we can choose to have binding arbitration
resolve any claim, dispute or controversy between you and us that arises from
or relates to this Agreement or the Account and credit issued thereunder
(individually and collectively, a "Claim"). This does not apply to any Claim in
which the relief sought is within the jurisdictional limits of, and is filed in, a
small claims court. If arbitration is chosen by any party, the following will apply:
(1) NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE A CLAIM
IN COURT OR TO HAVE A JURY TRIAL ON A CLAIM, OR TO ENGAGE IN
PRE-ARBITRATION DISCOVERY, EXCEPT AS PROVIDED FOR IN THE
APPLICABLE ARBITRATION RULES.
(2) Arbitration will only decide our or your Claim, and you may not
consolidate or join the claims of other persons who may have similar
claims.
YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A
REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS, OR AS
A PRIVATE ATTORNEY GENERAL, PERTAINING TO ANY CLAIM SUBJECT
TO ARBITRATION.
(3) The arbitration will be performed in accordance with this Arbitration
Provision and the rules of the chosen arbitrator in effect when the Claim is
filed.
(4) The arbitrator’s decision will generally be final and binding, except for
the limited right of appeal provided by the Federal Arbitration Act.
(5) Other rights that you would have if you went to court might also not be
available in arbitration.

(b) The party commencing the arbitration may select to use either JAMS or the
American Arbitration Association ("AAA") (or,
if neither of these arbitration
organizations will serve, then a comparable substitute arbitration organization
agreed upon by the parties or, if the parties cannot agree, chosen by a court of
competent jurisdiction).
If JAMS is selected, the arbitration will be handled
according to its Streamlined Arbitration Rules unless the Claim is for $250,000
or more, in which case its Comprehensive Arbitration Rules shall apply.
If the
AAA is selected, the arbitration will be handled according to its Commercial
Arbitration Rules. You may obtain rules and forms for JAMS by contacting
JAMS at 1-800-352-5267 or www.jamsadr.com and for the AAA by contacting the
AAA at 1-800-778-7879 or www.adr.org. Any arbitration hearing that you attend
will take place in the federal judicial district where you reside. At your request,
we will advance your filing and hearing fees for any Claim you may file against
us. If you prevail on your Claim, we will pay your arbitration costs and fees,
other than attorney, expert and witness fees and expenses. We will also pay any
fees or expenses that applicable law requires us to pay. The arbitrator shall
apply applicable substantive law consistent with the Federal Arbitration Act, 9
U.S.C. §§ 1 through 16,
including but not limited to applicable statutes of
limitation, and shall honor claims of privilege recognized at law. Judgment upon
the award rendered by the arbitrator may be entered in any court having
jurisdiction.

(c) This Arbitration Provision shall survive repayment of your extension of credit
and termination of your Account. This Arbitration Provision shall be governed
by federal law, including the Federal Arbitration Act, and by North Dakota law,
without regard to its internal conflict of law principles, to the extent such state
law does not conflict with federal
this Arbitration Provision.
Notwithstanding any language of this Agreement to the contrary, should any
portion of this Arbitration Provision be held invalid or unenforceable by a court
or other body of competent jurisdiction, this entire Arbitration Provision shall be
automatically terminated and all other provisions of this Agreement shall remain
in full force and effect.

law or

YOUR BILLING RIGHTS

Keep this document for future use. This notice tells you about your rights and our
responsibilities under the Fair Credit Billing Act.

What to Do If You Find a Mistake on Your Statement:
If you think there is an error on your statement, call or write to us

2.

In your letter or call, give us the following information:
 Account information: Your name and Account number.
 Dollar amount: The dollar amount of the suspected error.
 Description of problem: If you think there is an error on your bill, describe

what you believe is wrong and why you believe it is a mistake.

You must contact us:
 Within 60 days after the error appeared on your statement.
 At least 3 business days before an automated payment is scheduled, if you

want to stop payment on the amount you think is wrong.

What Will Happen After We Receive Your Letter or Call:
When we receive your letter or call, we must do two things:
1.

Within 30 days of receiving your letter or call, we must tell you that we received
your letter. We will also tell you if we have already corrected the error.
Within 90 days of receiving your letter or call, we must either correct the error or
explain to you why we believe the bill is correct. While we investigate whether
or not there has been an error:


in question, or report you as

We cannot
try to collect
delinquent on that amount.
The charge in question may remain on your statement, and we may
continue to charge you interest on that amount.
While you do not have to pay the amount in question, you are responsible
for the remainder of your balance.
We can apply any unpaid amount against your Revolve Limit.

the amount







After We Finish Our Investigation, One of Two Things Will Happen:





If we made a mistake, you will not have to pay the amount in question or any
interest or other fees related to that amount.
If we do not believe there was a mistake, you will have to pay the amount in
question, along with applicable interest and fees. We will send you a statement
of the amount you owe and the date payment is due. We may then report you
as delinquent if you do not pay the amount we think you owe.
If you receive our
explanation but still believe your bill is wrong, you must write to us within 10
days telling us that you still refuse to pay.
If you do so, we cannot report you as
delinquent without also reporting that you are questioning your bill. We must tell
you the name of anyone to whom we reported you as delinquent, and we must
let those organizations know when the matter has been settled between us.

If we do not follow all of the rules above, you do not have to pay the first $50 of the
amount you question even if your bill is correct.

Your Rights If You Are Dissatisfied With Your Credit Card Purchases:
If you are dissatisfied with the goods or services that you have purchased with your
Card, and you have tried in good faith to correct the problem with the merchant, you
may have the right not to pay the remaining amount due on the purchase. To use this
right, all of the following must be true:

1.

The purchase must have been made in your home state or within 100 miles of
your current mailing address, and the purchase price must have been more than

$50. (Note: Neither of these are necessary if your purchase was based on an
advertisement we mailed to you, or if we own the company that sold you the
goods or services.)

2.

You must have used your credit card for the purchase. Purchases made with
cash advances from an ATM or with a check that accesses your credit card
Account do not qualify.

You must not yet have fully paid for the purchase.

3.
If all of the criteria above are met and you are still dissatisfied with the purchase,
contact us in writing. While we investigate, the same rules apply to the disputed
amount as discussed above. After we finish our investigation, we will tell you our
decision. At that point, if we think you owe an amount and you do not pay, we may
report you as delinquent.

SPECIAL RULES FOR CREDIT CARD PURCHASES DO NOT APPLY TO
PURCHASES MADE WITH CONVENIENCE CHECKS OR BALANCE TRANSFER
CHECKS.

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