Cardmember Agreement: Part 1 of 2 

As of: 12/31/2016 

Hilton HHonorsTM Card from American Express 
Issuer: American Express Bank, FSB
Rates and Fees Table 
Interest Rates 
Annual Percentage Rate 
(APR) for Purchases 

Prime Rate + 11.99% to Prime Rate + 15.99% 

This is a variable APR. See Explanation of Variable Rates below. 

APR for Balance Transfers  Prime Rate + 11.99% to Prime Rate + 15.99% for any balance transfer requests we may 

accept. 
This is a variable APR. See Explanation of Variable Rates below. 

APR for Cash Advances 

Prime Rate + 21.99% 

Penalty APR and When 
it Applies 

This is a variable APR. See Explanation of Variable Rates below. 

Prime Rate + 25.99% 

This is a variable APR. See Explanation of Variable Rates below. 

This APR will apply to your account if you: 
1) make one or more late payments; or
2) make a payment that is returned by your bank.

We may also consider your creditworthiness in determining whether or not to apply the 
penalty APR to your Account. 

How Long Will the Penalty APR Apply? If the penalty APR is applied, it will apply for 
at least 6 months. We will review your Account every 6 months after the penalty APR  
is applied. The penalty APR will continue to apply until you have made timely  
payments with no returned payments during the 6 months being reviewed. 

Your due date is at least 25 days after the close of each billing period. We will not charge  
you interest on purchases if you pay your entire balance by the due date each month. We 
will begin charging interest on cash advances and balance transfers on the transaction date. 
To learn more about factors to consider when applying for or using a credit card, visit 
the website of the Consumer Financial Protection Bureau at 
http://www.consumerfinance.gov/learnmore 

None 

Either $5 or 3% of the amount of each transfer, whichever is greater.   
Either $5 or 3% of the amount of each cash advance, whichever is greater. 
2.7% of each transaction after conversion to US dollars. 

Up to $37 
Up to $37 
None 

Paying Interest 

For Credit Card Tips from 
the Consumer Financial 
Protection Bureau 
Fees 
Annual Membership Fee 
Transaction Fees 
●  Balance Transfer
●  Cash Advance
●  Foreign Transaction

Penalty Fees 

●  Late Payment
●  Returned Payment
●  Overlimit

How we calculate interest:  We use the Average Daily Balance method (including new transactions). See the How we 

calculate interest section in Part 2. 

Explanation of Variable Rates: If the Prime Rate increases, variable APRs (and corresponding DPRs) will increase. In 
that case, you may pay more interest and may have a higher Minimum Payment Due. When the Prime Rate changes, 
the resulting changes to variable APRs take effect as of the first day of the billing period. The Daily Periodic Rate (DPR) 
is 1/365th of the APR, rounded to the nearest one ten-thousandth of a percentage point. 

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Page 1 of 4 

How Rates and Fees Work 
Rates 
Penalty APR for new 
transactions 

 The penalty APR may apply to new transactions if: 
• you do not pay at least the Minimum Payment
Due by the Payment Due Date on one or
more occasions; or

• your payment is returned by your bank.

We may also consider your creditworthiness in 
determining whether or not to apply the penalty APR 
to your Account. 

If the penalty APR applies to a balance, it will 
apply to charges added to that balance 15 or 
more days after we send you notice. 

We will review your Account every 6 months 
after the penalty APR is applied. The penalty 
APR will continue to apply until you have made 
timely payments with no returned payments 
during the 6 months being reviewed. 

Fees 
We add fees to a purchase balance, unless we tell you otherwise. 
Annual Membership 
Late Payment 

This fee is on the Rates and Fees Table on page 1 of Part 1. 
Up to $37. If we do not receive the Minimum Payment Due by its Payment Due Date, the fee is $27. If 
this happens again within the next 6 billing periods, the fee is $37. However, the late fee will not exceed 
the Minimum Payment Due. Paying late may also result in a penalty APR. See Penalty APR for new 
transactions and Penalty APR for existing balances above. 
Up to $37. If you make a payment that is returned unpaid the first time we present it to your bank, the 
fee is $27. If you do this again within the same billing period or the next 6 billing periods, the fee is $37. 
However, the returned payment fee will not exceed the applicable Minimum Payment Due. A returned 
payment may also result in a penalty APR. See Penalty APR for new transactions above. 
$38 if you use your card to cash a check at one of our approved locations and the check is returned 
unpaid. We will also charge you the unpaid amount. 
None. See Credit limit and cash advance limit in Part 2. 
$25 if your Account is cancelled, you ask us to re-open it, and we do so. 
3% of the transaction, with a minimum of $5. A different fee may apply if stated in a promotional offer 
or at the time of a transaction. This fee is a finance charge. We will add it to the same balance as the 
balance transfer. 
3% of the withdrawal and other services you obtain (including any fee charged by the ATM operator), 
with a minimum of $5. We will add this fee to the cash advance balance. 
2.7% of the converted U.S. dollar amount. This fee is a finance charge. See Part 2 for Converting 
charges made in a foreign currency. 

Returned Payment 

Returned Check 

Overlimit 
Account Re-opening 
Balance Transfer 

Cash Advance 

Foreign Transaction 

Part 1, Part 2 and any supplements or amendments make up your Cardmember Agreement. 

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Supplement to the Cardmember Agreement

How Your Reward Program Works
Hilton HHonorsTM Card from American Express
How you receive points

You receive 3 Hilton HHonorsTM Bonus Points
(points) for each dollar of eligible purchases on
your Hilton HHonorsTM Card. Eligible purchases are
purchases for goods and services minus returns
and other credits.

How you receive
additional points

You receive 4 additional points (a total of 7
points) for each dollar of eligible purchases on your
Card Account charged directly with a participating
property within the Hilton Worldwide portfolio.

You receive 2 additional points (a total of 5
points) for each dollar of eligible purchases on your
Card Account:

● at restaurants located in the U.S.,
● at supermarkets located in the U.S.

( superstores and warehouse clubs are not
considered supermarkets), and

● on gasoline at gas stations located in the U.S.
(superstores, supermarkets and warehouse
clubs that sell gas are not considered gas
stations).

Purchases made through a third-party payment
account or on an online marketplace (with multiple
retailers) will not receive additional points.

Eligible purchases do NOT include:

● fees or interest charges,
● balance transfers,
● cash advances,
● purchases of traveler's checks,
● purchases or reloading of prepaid cards, or
● purchases of any cash equivalents.
Merchants are typically assigned codes and
categorized based on what they primarily sell. A
purchase will not receive additional points if the
merchant, or a particular merchant location, uses
a code that is not eligible for additional points. For
questions about additional points on a purchase,
call the number on the back of your Card.

A purchase may not receive additional points if
the merchant submits the purchase using a mobile
or wireless card reader or if you use a mobile or
digital wallet.

Please visit americanexpress.com/rewards-info
for more information about rewards

When we transfer points

We transfer the points you receive to your Hilton HHonors program account after the end of the billing
period in which you received them.

When you will forfeit
points

Hilton HHonors
Gold Status

If the Minimum Payment Due is not paid by the
Closing Date of the billing period in which it is due,
you will forfeit the points you received for eligible
purchases during that billing period. For example,
if your billing period closes January 15 and the
minimum payment for that billing period is due on
February 10, and you do not make that minimum
payment due by the close of your next billing period
on February 15, then you will not earn points for
spend in the billing period ending February 15.

You may receive an upgrade to the Hilton HHonors
Gold status based on your eligible spending for the
calendar year. If your eligible spending during a
calendar year reaches $20,000 or more, you will be
upgraded to the Hilton HHonors Gold status.

Only the Basic Cardmember will be enrolled.

You may reinstate those points within the next 12
billing periods if your Card Account is not past due
and you pay a $35 fee.

It will take about 10 to 12 weeks after the eligible
spend level is reached for your Hilton HHonors
Gold status to become effective.

Your upgrade will expire after 12 months unless
your eligible spending during the next calendar
year again qualifies you for an upgrade.

A calendar year is from January 1 to December 31
regardless of when you open your Card Account.

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Other things you should
know about this program

You will receive points only for eligible spending
intended for personal, family or household use.

We may change the terms of this program at our
discretion. If you violate or abuse this program, you
may forfeit some or all of your points.

We are not responsible for points after they are
credited to your Hilton HHonors program account.
We are also not responsible for the actions of
Hilton on your Hilton HHonors program account.
Hilton HHonors membership, earning of Points
& MilesTM and redemption of points are subject to
HHonors Terms and Conditions. You should refer
to that document for details on:
● how to redeem your points,
● Hilton's right to change its program terms, and
● other conditions that may apply to the Hilton

HHonors program.

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Page 4 of 4

FDR 997162

Cardmember Agreement: Part 2 of 2

Doc 27304

How Your American Express Account Works

Introduction

About your Cardmember
Agreement

Changing the Agreement

Words we use in
the Agreement

About using your card

Using the card

This document together with Part 1 make up the
Cardmember Agreement (Agreement) for the Account
identified on page 1 of Part 1. Any supplements or
amendments are also part of the Agreement.

We may change this Agreement, subject to applicable
law. We may do this in response to the business, legal or
competitive environment. This written Agreement is a final
expression of the agreement governing the Account. The
written Agreement may not be contradicted by any alleged
oral agreement.

We cannot increase the interest rate on existing balances
except in limited circumstances.

When you use the Account (or you sign or keep the
card), you agree to the terms of the Agreement.

Changes to some terms may require 45 days advance
notice, and we will tell you in the notice if you have
the right to reject a change. We cannot change certain
terms during the first year of your Cardmembership.

We, us, and our mean the issuer shown on page 1 of
Part 1. You and your mean the person who applied for
this Account and for whom we opened the Account. You
and your also mean anyone who agrees to pay for this
Account. You are the Basic Cardmember. You may
request a card for an Additional Cardmember (see
About Additional Cardmembers in Part 2).

Card means any card or other device that we issue to
access your Account. A charge is any amount added to

your Account, such as purchases, cash advances,
balance transfers, fees and interest charges. A
purchase is a charge for goods or services. A cash
advance is a charge to get cash or cash equivalents.
A balance transfer is a charge to pay an amount you
owe on another credit card account.

To pay by a certain date means to send your payment
so that we receive it and credit it to your Account by
that date (see About your payments in Part 2).

You may use the card to make purchases. At our
discretion, we may permit you to make cash advances or
balance transfers. You cannot transfer balances from any
other account issued by us or our affiliates.

You may arrange for certain merchants and third parties
to store your card number and expiration date, so that, for
example:

● the merchant may charge your account at regular

intervals; or

● you may make charges using that stored card

information.

We may (but are not required to) tell these merchants
and third parties if your expiration date or card
number changes or if your account status is updated,
including if your account is cancelled. You must notify
the merchants and third parties directly if you want
them to stop charging your Account.

Keep your card safe and don't let anyone else use it.
If your card is lost or stolen or your Account is being
used without your permission, contact us right away.
You may not use your Account for illegal activities.

Promise to pay

You promise to pay all charges, including:

Credit limit and cash
advance limit

Declined transactions

● charges you make, even if you do not present your card or sign for the transaction,
● charges that other people make if you let them use your Account, and
● charges that Additional Cardmembers make or permit others to make.

We assign a Credit Limit to your Account. We may make
part of your Credit Limit available for cash advances
(Cash Advance Limit). There may also be a limit on the
amount you can withdraw from ATMs in a given period.
The Credit Limit and Cash Advance Limit are shown on
page 1 of Part 1 and on each billing statement.

We may increase or reduce your Credit Limit and Cash
Advance Limit. We may do so even if you pay on time and
your Account is not in default.

● your Account balance (including fees and interest)

is not more than your Credit Limit, and

● your cash advance balance (including fees and
interest) is not more than your Cash Advance
Limit.

We may approve charges that cause your Account
balance to go over your Credit Limit. If we do this,
we will not charge an overlimit fee. If we ask you to
promptly pay the amount of your Account balance
above your Credit Limit, you agree to do so.

You agree to manage your Account so that:

We may decline to authorize a charge. Reasons we may
do this include suspected fraud and our assessment of
your creditworthiness. This may occur even if the charge
would not cause you to go over your Credit Limit

and your Account is not in default. We are not
responsible for any losses you incur if we do not
authorize a charge. And we are not responsible if any
merchant refuses to accept the card.

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Page 1 of 7

About your payments

When you must pay

You must pay at least the Minimum Payment Due by
the Payment Due Date. The Minimum Payment Due
and Payment Due Date are shown on each billing
statement.

Each statement also states the time and manner
by which you must make your payment for it to be
credited as of the same day it is received. For your
payment to be considered on time, we must receive

at least the Minimum Payment Due in such time and
manner by the Payment Due Date shown on your
billing statement.

Each statement also shows a Closing Date. The
Closing Date is the last day of the billing period
covered by the statement. Each Closing Date is about
30 days after the previous statement's Closing Date.
Each statement also shows a Next Closing Date.

How to make payments

Make payments to us in U.S. dollars with:

● a single check drawn on a U.S. bank, or
● a single negotiable instrument clearable through
the U.S. banking system, for example a money
order, or

● an electronic payment that can be cleared through

the U.S. banking system.

When making a payment by mail:
● make a separate payment for each account,
● mail your payment to the address shown on the
payment coupon on your billing statement, and

● write your Account number on your check or

negotiable instrument and include the payment
coupon.

If your payment meets the above requirements, we
will credit it to your Account as of the day we receive
it, as long as we receive it by the time disclosed in
your billing statement.

Your Account may have balances with different
interest rates. For example, purchases may have
a lower interest rate than cash advances. If your
Account has balances with different interest rates,
here is how we generally apply payments in a billing
period:

● We apply your payments, up to the Minimum

Payment Due, first to the balance with the lowest
interest rate, and then to balances with higher
interest rates.

How we apply payments and
credits

About your Minimum Payment Due

How we calculate your
Minimum Payment Due

To calculate the Minimum Payment Due for each
statement, we start with the higher of:

(1) interest charged on the statement plus 1% of the
New Balance (excluding any overlimit amount,
penalty fees and interest on the statement); or

(2) $35.
Then we add any penalty fees shown on the
statement and 1/24th of any overlimit amount, round
to the nearest dollar, and add any amount past due.

Your Minimum Payment Due may also include any
additional amount specified in a promotional offer.
Your Minimum Payment Due will not exceed your
New Balance. You may pay more than the Minimum
Payment Due, up to your New Balance, at any time.

If we receive it after that time, we will credit the
payment on the day after we receive it.

If your payment does not meet the above
requirements, there may be a delay in crediting your
Account. This may result in late fees and additional
interest charges (see How Rates and Fees Work on
page 2 of Part 1).

If we decide to accept a payment made in a foreign
currency, we will choose a rate to convert your
payment into U.S. dollars, unless the law requires us
to use a particular rate.

If we process a late payment, a partial payment, or a
payment marked with any restrictive language, that
will have no effect on our rights and will not change
this Agreement.

● After the Minimum Payment Due has been paid,
we apply your payments to the balance with the
highest interest rate, and then to balances with
lower interest rates.

In most cases, we apply a credit to the same balance
as the related charge. For example, we apply a credit
for a purchase to the purchase balance. We may
apply payments and credits within balances, and
among balances with the same interest rate, in any
order we choose.

EXAMPLE: Assume that your New Balance is
$3,000, interest is $29.57, and you have no overlimit
amount, penalty fees, or amounts past due.

(1)$29.57 + 1% multiplied by ($3,000 - $29.57) =
$59.27
(2) $35

The higher of (1) or (2) is $59.27, which rounds to
$59.00.

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About interest charges

When we charge interest

We charge interest beginning on the date of each transaction. You can avoid paying interest on purchases as
described below. However, you cannot avoid paying interest on cash advances and balance transfers.

If you pay the New Balance on every statement by
the Payment Due Date, we will not charge interest on
purchases.

If you pay the New Balance on a statement by the
Payment Due Date and then you pay less than the
New Balance on the following statement by the
Payment Due Date, we will not charge interest on the
portion of the purchase balance that we apply that
payment to. But we will charge interest on unpaid
purchases.

If you do not pay the New Balance on a statement by
the Payment Due Date and then:

● you pay the New Balance on the next statement by
the Payment Due Date, we will not charge interest
on purchases from the date of your payment to
the Closing Date of the billing period in which you
made that payment. But we will charge interest on
purchases from the beginning of that billing period
until the date of your payment.

● you pay the New Balance on each of the next two
statements by their Payment Due Dates, we will
not charge interest on purchases on the following
statement.

Also, we will not charge interest on purchases on a
statement if the Previous Balance on that statement is
zero or a credit balance.

How we calculate interest

We calculate interest for a billing period by first figuring the interest on each balance. Different categories of
transactions--such as purchases and cash advances--may have different interest rates. Balances within each
category may also have different interest rates.

We use the Average Daily Balance method
(including new transactions) to figure interest
charges for each balance. The total interest charged
for a billing period is the sum of the interest charged
on each balance.

Interest

The interest charged for a balance in a billing period,
except for variations caused by rounding, equals:

● Average Daily Balance (ADB) multiplied by
● Daily Periodic Rate (DPR) multiplied by
● number of days the DPR was in effect.

ADB

To get the ADB for a balance, we add up its daily
balances. Then we divide the result by the number
of days the DPR for that balance was in effect. If the
daily balance is negative, we treat it as zero.

DPR

A DPR is 1/365th of an APR, rounded to one
tenthousandth of a percentage point. Your DPRs are
shown in How Rates and Fees Work on page 2 of
Part 1.

EXAMPLE: Calculating Interest

Assume that you have a single interest rate of
15.99%, your ADB is $2,250 and there are 30 days in
the billing period.

The DPR is 15.99% divided by 365 days = 0.0438%

The Interest is $2,250 multiplied by 0.0438%
multiplied by 30 days = $29.57

Daily Balance
For each day a DPR is in effect, we figure the daily
balance by:
● taking the beginning balance for the day,
● adding any new charges,
● subtracting any payments or credits; and
● making any appropriate adjustments.

We add a new charge to a daily balance as of its
transaction date.

Beginning balance
For the first day of a billing period, the beginning
balance is the ending balance for the prior billing
period, including unpaid interest. For the rest of the
billing period, the beginning balance is the previous
day's daily balance plus an amount of interest equal
to the previous day's daily balance multiplied by the
DPR for that balance. This method of figuring the
beginning balance results in daily compounding of
interest.

When an interest rate changes, the new DPR may
come into effect during--not just at the beginning of--
the billing period. When this happens, we will create
a new balance and apply the new DPR to it. To get
the beginning balance on the first day for this new
balance, we multiply the previous day's daily balance
by the old DPR and add the result to that day's daily
balance.

Other methods
To figure the ADB and interest charges, we may use
other formulas or methods that produce equivalent
results. Also, we may choose not to charge interest on
certain types of charges.

Determining the Prime Rate

We use the Prime Rate from the rates section of The Wall Street Journal. The Prime Rate for each billing period
is the Prime Rate published in The Wall Street Journal 2 days before the Closing Date of the billing period.

The Wall Street Journal may not publish the Prime Rate on that day. If it does not, we will use the Prime Rate
from the previous day it was published. If The Wall Street Journal is no longer published, we may use the Prime
Rate from any other newspaper of general circulation in New York, New York. Or we may choose to use a
similar published rate.

If the Prime Rate increases, variable APRs (and corresponding DPRs) will increase. In that case, you may pay
more interest and may have a higher Minimum Payment Due. When the Prime Rate changes, the resulting
changes to variable APRs take effect as of the first day of the billing period.

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Other important information

About Additional
Cardmembers

At your request, we may issue cards to Additional
Cardmembers. They do not have accounts with us
but they can use your Account subject to the terms
of this Agreement. We may report an Additional
Cardmember's use of your Account to credit reporting
agencies.

You are responsible for all use of your Account by
Additional Cardmembers and anyone they allow to
use your Account. You must pay for all charges they
make.

You authorize us to give Additional Cardmembers
information about your Account and to discuss it with
them.

If you want to cancel an Additional Cardmember's
right to use your Account (and cancel their card) you
must tell us.

Converting charges made in a
foreign currency

If you make a charge in a foreign currency, AE Exposure Management Ltd. ("AEEML") will convert it into U.S.
dollars on the date we or our agents process it, so that we bill you for the charge in U.S. dollars based upon this
conversion. Unless a particular rate is required by law, AEEML will choose a conversion rate that is acceptable
to us for that date. The rate AEEML uses is no more than the highest official rate published by a government
agency or the highest interbank rate AEEML identifies from customary banking sources on the conversion date
or the prior business day. This rate may differ from rates that are in effect on the date of your charge. We will bill
charges converted by establishments (such as airlines) at the rates they use.

Changing your billing address

You must notify us immediately if you change the:

● mailing address to which we send billing

statements; or

● e-mail address to which we send notice that your

billing statement is available online.

If you have more than one account, you need to notify
us separately for each account.

We may update your billing address if we receive
information that it has changed or is incorrect.

Closing your Account

You may close your Account by calling us or writing to us.

Cancelling or suspending your
Account

About default

Collection costs

Credit reports

If an Annual Membership fee applies, we will refund this fee if you notify us that you are voluntarily closing your
Account within 30 days of the Closing Date of the billing statement on which that fee appears. For cancellations
after this 30 day period, the Annual Membership fee is non-refundable. If an Annual Membership fee applies to
your Account, it is shown on page 1 and page 2 of Part 1 of the Cardmember Agreement.

If your billing address is in the Commonwealth of Massachusetts at the time you close your account, this policy
will not apply to you.

We may:

● cancel your Account,
● suspend the ability to make charges,
● cancel or suspend any feature on your Account,

and

● notify merchants that your Account has been

cancelled or suspended.

If we do any of these, you must still pay us for all
charges under the terms of this Agreement.

We may consider your Account to be in default if:

● you violate a provision of this Agreement,
● you give us false information,
● you file for bankruptcy,
● you default under another agreement you have

with us or an affiliate,

● you become incapacitated or die, or
● we believe you are unable or unwilling to pay your

debts when due.

We may do any of these things at our discretion, even
if you pay on time and your Account is not in default.

If your Account is cancelled, you must destroy your
cards.

We may agree to reinstate your Account after a
cancellation. If we do this, we may:

● reinstate any additional cards issued on your

Account,

● charge you any applicable annual fees, and
● charge you a fee for reinstating the Account.

If we consider your Account in default, we may, to the
extent permitted by federal and applicable state law:

● suspend your ability to make charges,
● cancel or suspend any feature on your Account,
● require you to pay more than your Minimum

Payment Due immediately, and

● require you to pay your Account balance

immediately.

You agree to pay all reasonable costs, including attorneys' fees, that we incur to collect amounts you owe.

You agree that we will obtain credit reports about you, investigate your ability to pay, and obtain information
about you from other sources including information to verify and re-verify your employment and income. And
you agree that we will use such information for any purposes, subject to applicable law.

You agree that we will give information about the Account to credit reporting agencies. We will tell a credit
reporting agency if you fail to comply with any term of this Agreement. This may have a negative impact on your
credit report.

If you believe information we have given to a credit reporting agency is incorrect, write to us at: American
Express Credit Bureau Unit, P.O. Box 981537, El Paso, TX 79998-1537. When you write to us, tell us the
specific information you believe is incorrect.

Sending you notices

We mail you notices through the U.S. mail, postage prepaid, and address them to you at the latest billing
address on our records. Any notice that we send you this way is deemed to be given when deposited in the
U.S. mail.

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We may contact you

About insurance products

Servicing and collections
If we need to contact you to service your account or to collect amounts you owe, you authorize us (and our
affiliates, agents and contractors) to contact you at any number you provide, from which you call us, or at which
we believe we can reach you. We may contact you in any way, such as calling or texting. We may contact you
using an automated dialer or prerecorded messages. We may contact you on a mobile, wireless or similar
device, even if you are charged for it.

Call monitoring
We may monitor and record any calls between you and us.

We or our affiliates may tell you about insurance and non-insurance products, services or features that
may have a fee. One of our affiliates may act on behalf of a provider of these products. The affiliate may be
compensated for this. The insurance products are not offered or sold by us or on our behalf. Our affiliates may
get additional compensation when AMEX Assurance Company or another affiliate is the insurer or reinsurer.
Compensation may influence what products and providers we or our affiliates tell you about.

We may share information about you with our affiliates so they can identify products that may interest you. We
may be compensated for this information.

How we handle electronic
debits from your checking
account

When you pay us by check, you authorize us to
electronically deduct the amount from your bank or
other asset account.

We may process the check electronically by
transmitting to your financial institution:

● the amount,
● the routing number,
● the account number, and
● the check serial number.

If we do this, your payment may be deducted from
your bank or other asset account on the same day
we receive your check. Also, you will not receive that
cancelled check with your bank or asset account
billing statement.

If we cannot collect the funds electronically, we may
issue a draft against your bank or other asset account
for the amount of the check.

ExpressPay

Privacy Act of 1974 notice

Convenience checks

Changing benefits

Assigning the Agreement

Assigning claims

Cards issued on your Account may be equipped with ExpressPay. ExpressPay enables you to make charges
without having the card swiped or imprinted. You can call us to deactivate ExpressPay at any time. Also, we
may deactivate ExpressPay at any time.

Some federal agencies may accept the card under authority of statute. When you make charges at these
agencies, we collect certain charge information. That information may be put to routine uses such as
processing, billing and collections. It may also be aggregated for reporting, analysis and marketing use. Other
routine uses by agencies may be published in the Federal Register.

Convenience checks (including balance transfer
checks) are checks that we may send you to access
your Account. The following terms will apply to use
of those checks unless otherwise disclosed with the
check.

If you use a convenience check, we may decline it.
If we decline it, you may have to pay returned check
fees or other penalties to whomever you wrote the
check.

If you use a convenience check and we honor it,
we will charge interest beginning as of the date we
receive the check. You cannot avoid paying interest on
convenience check transactions.

We will charge a fee for each convenience check
transaction. This fee is 3% of the transaction, with a
minimum of $5. This fee is a finance charge. We will

add the fee to the same balance that we add the
convenience check transaction to.

We will charge $29 each time you ask us to stop
payment on a convenience check.

A convenience check is not a card. You may not use
convenience checks to pay this or any other account
with us or our affiliates. If you use a convenience
check, we will apply the:

● cash advance APR if you make it payable to cash,
to you, or to a bank, brokerage or similar asset
account, or to a mortgage or insurance provider.

● purchase APR if you make it payable to a

merchant.

● balance transfer APR if you use it to transfer a

balance from another creditor.

● penalty APR if it applies to your Account.

We have the right to add, modify or delete any benefit, service, or feature of your Account at our discretion.

We may sell, transfer or assign this Agreement and your Account. We may do so at any time without notifying
you. You may not sell, assign or transfer your Account or any of your obligations under this Agreement.

If you dispute a charge with a merchant, we may credit the Account for all or part of the disputed charge. If
we do so, you assign and transfer to us all rights and claims (excluding tort claims) against the merchant. You
agree that you will not pursue any claim against the merchant for the credited amount. And you must cooperate
with us if we decide to do so.

We do not waive our rights

We may choose to delay enforcing or to not exercise rights under this Agreement. If we do this, we do not waive
our rights to exercise or enforce them on any other occasion.

Governing law

Utah law and federal law govern this Agreement and
your Account. They govern without regard to internal
principles of conflicts of law. We are located in Utah.
We hold your Account in Utah. We entered into this
Agreement with you in Utah.

In addition, if your billing address is in the State
of Maryland, to the extent, if any, that Maryland
law applies to your account, we elect to offer your
card account pursuant to Title 12, Subtitle 9 of the
Maryland Commercial Law Article.

Notice to Oregon Residents

Service charges not in excess of those permitted by law will be charged on the outstanding balances from
month to month. You may pay more than the minimum payment due, up to your entire outstanding balance, at
any time.

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Notice for residents of
Washington State

In accordance with the Revised Code of Washington Statutes, Section 63.14.167, you are not responsible for
payment of interest charges that result solely from a merchant's failure to transmit to us within seven working
days a credit for goods or services accepted for return or forgiven if you have notified us of the merchant's delay
in posting such credit, or our failure to post such credit to your account within three working days of our receipt
of the credit.

Claims Resolution
Most customer concerns can be resolved by
calling our Customer Service Department at the
number listed on the back of your card. In the
event Customer Service is unable to resolve
a complaint to your satisfaction, this section
explains how claims can be resolved through
mediation, arbitration or litigation. It includes
an arbitration provision. You may reject the
arbitration provision by sending us written
notice within 45 days after your first card
purchase. See Your Right to Reject Arbitration
below.
For this section, you and us includes any
corporate parents, subsidiaries, affiliates or
related persons or entities. Claim means any
current or future claim, dispute or controversy
relating to your Account(s), this Agreement, or
any agreement or relationship you have or had
with us, except for the validity, enforceability
or scope of the Arbitration provision. Claim
includes but is not limited to: (1) initial claims,
counterclaims, crossclaims and third-party claims;
(2) claims based upon contract, tort, fraud,
statute, regulation, common law and equity;
(3) claims by or against any third party using
or providing any product, service or benefit in
connection with any account; and (4) claims that
arise from or relate to (a) any account created
under any of the agreements, or any balances on
any such account, (b) advertisements, promotions
or statements related to any accounts, goods or
services financed under any accounts or terms
of financing, (c) benefits and services related
to card membership (including fee-based or
free benefit programs, enrollment services and
rewards programs) and (d) your application for
any account. You may not sell, assign or transfer
a claim.

Sending a Claim Notice
Before beginning a lawsuit, mediation or
arbitration, you and we agree to send a written
notice (a claim notice) to each party against
whom a claim is asserted, in order to provide
an opportunity to resolve the claim informally or
through mediation. Go to americanexpress.com/
claim for a sample claim notice. The claim notice
must describe the claim and state the specific
relief demanded. Notice to you may be provided
by your billing statement or sent to your billing
address. Notice to us must include your name,
address and Account number and be sent to
American Express ADR c/o CT Corporation
System, 111 8th Ave., NY, NY 10011. If the claim
proceeds to arbitration, the amount of any relief
demanded in a claim notice will not be disclosed
to the arbitrator until after the arbitrator rules.

Mediation
In mediation, a neutral mediator helps parties
resolve a claim. The mediator does not decide the
claim but helps parties reach agreement.

Before beginning mediation, you or we must
first send a claim notice. Within 30 days after
sending or receiving a claim notice, you or we
may submit the claim to JAMS (1-800-352-5267,
jamsadr.com) or the American Arbitration

Association ("AAA") (1-800-778-7879, adr.org)
for mediation. We will pay the fees of the
mediator. All mediation-related communications
are confidential, inadmissible in court and not
subject to discovery.

a class action basis or on bases
involving claims brought in a purported
representative capacity on behalf of the
general public, other cardmembers or other
persons similarly situated.

All applicable statutes of limitation will be tolled
until termination of the mediation. Either you or
we may terminate the mediation at any time.
The submission or failure to submit a claim to
mediation will not affect your or our right to elect
arbitration.

Arbitration
You or we may elect to resolve any claim by
individual arbitration. Claims are decided by a
neutral arbitrator.
If arbitration is chosen by any party, neither
you nor we will have the right to litigate that
claim in court or have a jury trial on that
claim. Further, you and we will not have
the right to participate in a representative
capacity or as a member of any class
pertaining to any claim subject to arbitration.
Arbitration procedures are generally simpler
than the rules that apply in court, and
discovery is more limited. The arbitrator's
decisions are as enforceable as any court
order and are subject to very limited review
by a court. Except as set forth below, the
arbitrator's decision will be final and binding.
Other rights you or we would have in court
may also not be available in arbitration.

Initiating Arbitration
Before beginning arbitration, you or we must first
send a claim notice. Claims will be referred to
either JAMS or AAA, as selected by the party
electing arbitration. Claims will be resolved
pursuant to this Arbitration provision and the
selected organization's rules in effect when
the claim is filed, except where those rules
conflict with this Agreement. If we choose the
organization, you may select the other within
30 days after receiving notice of our selection.
Contact JAMS or AAA to begin an arbitration
or for other information. Claims also may be
referred to another arbitration organization if
you and we agree in writing or to an arbitrator
appointed pursuant to section 5 of the Federal
Arbitration Act, 9 U.S.C. sec. 1-16 (FAA).
We will not elect arbitration for any claim you
file in small claims court, so long as the claim is
individual and pending only in that court. You or
we may otherwise elect to arbitrate any claim
at any time unless it has been filed in court
and trial has begun or final judgment has been
entered. Either you or we may delay enforcing
or not exercise rights under this Arbitration
provision, including the right to arbitrate a claim,
without waiving the right to exercise or enforce
those rights.

Limitations on Arbitration
If either party elects to resolve a claim by
arbitration, that claim will be arbitrated on
an individual basis. There will be no right or
authority for any claims to be arbitrated on

The arbitrator's authority is limited to claims
between you and us alone. Claims may not
be joined or consolidated unless you and we
agree in writing. An arbitration award and any
judgment confirming it will apply only to the
specific case and cannot be used in any other
case except to enforce the award.

Notwithstanding any other provision and
without waiving the right to appeal such
decision, if any portion of these Limitations on
Arbitration is deemed invalid or unenforceable,
then the entire Arbitration provision (other than
this sentence) will not apply.

Arbitration Procedures
This Arbitration provision is governed by
the FAA. The arbitrator will apply applicable
substantive law, statutes of limitations and
privileges. The arbitrator will not apply any
federal or state rules of civil procedure or
evidence in matters relating to evidence
or discovery. Subject to the Limitations on
Arbitration, the arbitrator may otherwise award
any relief available in court. The arbitration
will be confidential, but you may notify any
government authority of your claim.

If your claim is for $10,000 or less, you
may choose whether the arbitration will be
conducted solely on the basis of documents,
through a telephonic hearing, or by an in-
person hearing. At any party's request, the
arbitrator will provide a brief written explanation
of the award. The arbitrator's award will be
final and binding, except for any right of appeal
provided by the FAA; however, any party will
have 30 days to appeal the award by notifying
the arbitration organization and all parties in
writing. The organization will appoint a three-
arbitrator panel to decide anew, by majority
vote based on written submissions, any
aspect of the decision objected to. Judgment
upon any award may be entered in any court
having jurisdiction. At your election, arbitration
hearings will take place in the federal judicial
district of your residence.

Arbitration Fees and Costs
You will be responsible for paying your share
of any arbitration fees (including filing,
administrative, hearing or other fees), but only
up to the amount of the filing fees you would
have incurred if you had brought a claim in
court. We will be responsible for any additional
arbitration fees. At your written request, we
will consider in good faith making a temporary
advance of your share of any arbitration fees,
or paying for the reasonable fees of an expert
appointed by the arbitrator for good cause.

Additional Arbitration Awards
If the arbitrator rules in your favor for an
amount greater than any final offer we made
before arbitration, the arbitrator's award will

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include: (1) any money to which you are entitled,
but in no case less than $5,000; and (2) any
reasonable attorneys' fees, costs and expert and
other witness fees.

Your Right to Reject Arbitration
You may reject this Arbitration provision by
sending a written rejection notice to us at:
American Express, P.O. Box 981556, El Paso,
TX 79998. Go to americanexpress.com/reject for
a sample rejection notice. Your rejection notice
must be mailed within 45 days after your first card
purchase. Your rejection notice must state that you
reject the Arbitration provision  and include your
name, address, Account number and personal
signature. No one else may sign the rejection

notice. If your rejection notice complies with
these requirements, this Arbitration provision
and any other arbitration provisions in the
cardmember agreements for any other
currently open American Express accounts you
have will not apply to you, except for Corporate
Card accounts and any claims subject to
pending litigation or arbitration at the time you
send your rejection notice. Rejection of this
Arbitration provision will not affect your other
rights or responsibilities under this Claims
Resolution section or the Agreement. Rejecting
this Arbitration provision will not affect your
ability to use your card or any other benefit,
product or service you may have with your
Account.

Continuation
This section will survive termination of your
Account, voluntary payment of your Account
balance, any legal proceeding to collect a debt,
any bankruptcy and any sale of your Account
(in the case of a sale, its terms will apply to the
buyer of your Account). If any portion of this
Claims Resolution section, except as otherwise
provided in the Limitations on Arbitration
subsection, is deemed invalid or unenforceable,
it will not invalidate the remaining portions of
this Claims Resolution section.

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