� Deserve  Pro Cardholder Agreement 
            
           October 2018 
                 �
           Deserve  Pro Cardholder Agreement for Cards issued by Celtic Bank             
            
                � Deserve  has partnered with Celtic Bank, a Utah-Chartered Industrial Bank, Member FDIC 
          (together �us,� �we,� �our,� or the like), to offer this credit card product, specifically 
          designed as a starter product for individuals who are new to credit (the �Card�). This 
                                                        � Cardholder Agreement details the terms by which your Deserve  Card will be offered and 
          administered. Please review this in detail to be sure you understand all of the terms and 
          conditions with using this Card. 
           
          There are three main parts to this Cardholder Agreement: Pricing Information, Customer 
          Agreement, and Your Billing Rights. The Pricing Information shows the primary pricing 
          terms for this Card for new accounts available under this Agreement. The Customer 
          Agreement contains important information related to how we will administer the credit 
          card program. Plus, any other disclosures or notices that are referenced or issued are part 
          of this Agreement. Your Billing Rights summarizes certain rights provided to you by law 
          that are related to billing on your Account. 
           
          PRICING INFORMATION 
           Interest Rate and Interest Charges 
                                18.49% to 25.49%, based on your creditworthiness when 
           Annual Percentage Rate 
                                you open your account. This APR will vary with the 
           (APR) for Purchases 
                                market based on the Prime Rate. 
           APR for Balance Transfers  N/A (Balance Transfers are not available) 
           APR for Cash Advances  N/A (Cash Advances are not available) 
           How to Avoid Paying  Your due date is at least 23 days after the close of each 
           Interest             billing cycle. We will not charge you any interest on 
           Interest Rate and Interest Charges 
                                purchases if you pay your entire balance by the due date 
                                each month. 
                                If you are charged interest, the charge will be no less than 
           Minimum Interest Charge 
                                $1.00. 
                                To learn more about factors to consider when applying 
           For Credit Card Tips from 
                                for or using a credit card, visit the Consumer Financial 
           the Consumer Financial 
                                Protection Bureau�s website 
           Protection Bureau  
                                at http://www.consumerfinance.gov/learnmore 
            
           Fees 
           Annual Fee           None 
           Transaction Fees       
             �  Balance Transfer  �  N/A (Balance Transfers are not available) 
             �  Cash Advance      �  N/A (Cash Advances are not available) 
             �  Foreign Transactions  �  None 
           Penalty Fees           
             �  Late Payment      �  Up to $25 
             �  Over-the-Credit Limit  �  None 
             �  Returned Payment  �  Up to $37 
          How We Will Calculate Your Balance: We use a method called Average Daily Balance 
           (including new purchases). See Customer Agreement for details. 
          Billing Rights: Information on your rights to dispute transactions and how to exercise 
          those rights is provided in your Customer Agreement. 
           
                                  CUSTOMER AGREEMENT 
           
                             �
          Welcome to the Deserve  Pro Card by Celtic Bank! 
           
          Thank you for opening a credit Card Account with us. This Customer Agreement 
          (�Agreement�) contains the terms for your Card. 
           
          Some Definitions. 
          The meanings of the terms you see in italics appear in the Glossary Section. We also have 
          links to certain terms and definitions.   
           
          To make the Agreement easy to understand, we will also use the following personal 
          pronouns �You,� �your,� and �yourself� mean each applicant for the Account; any person 
          responsible for paying the Account; and anyone You authorize to use, access or service the 
          Account.   
          �We,� �us,� �our,� �Celtic Bank� means Celtic Bank, a Utah-Chartered Industrial Bank, 
          Member FDIC; and its agents, authorized representatives, successors, and assignees. 
           
                           Things You Should Know About This Card 
          How are the Balance and Interest Charges calculated? 
          We use the Average Daily Balance Method (Including Current Transactions). 
          We figure the interest charge on your account by applying the periodic rate to the �average 
          daily balance� of your account. To get the �average daily balance� we take the beginning 
          balance of your account each day, add any new purchases/fees, and subtract any unpaid 
          interest or other finance charges and any payments or credits. This gives us the daily 
           balance. Then, we add up all the daily balances for the billing cycle and divide the total by 
          the number of days in the billing cycle. This gives us the �average daily balance.� 
           
          How is your Variable APR Calculated? 
             �  Your variable Annual Percentage Rate (APR) is calculated by adding a margin 
               (currently between 12.99% and 19.99%) to the Prime Rate. 
             �  We use the Prime Rate from the rates section of the Wall Street Journal, published 
               two business days before the end of the Billing Cycle. 
                                       th
          Your Daily Periodic Rate (DPR) is 1/365  of the corresponding APR. 
          If the Wall Street Journal does not publish a rate on that day, we will use the Prime Rate for 
          the previous business day. If the Wall Street Journal is no longer published, we may use the 
          Prime Rate from any other newspaper. Or, we may choose to use a different, similar 
          published rate. 
          If the Prime Rate increases, Variable APRs will increase. In that case, you may pay more 
          interest and may have a higher payment or balance due. When the Prime Rate changes, the 
          resulting changes to Variable APRs take effect as of the first day of the next Billing Cycle. 
          How can I avoid paying Interest Charges? 
          If you pay your statement�s �New Balance� in full by the due date, we will not charge 
          interest on any new transactions that post to the Purchase balance. If you have been paying 
          your account in full with no interest charges, but then you do not pay your next �New 
          Balance� in full, we will charge interest on the portion of the balance that you did not pay. 
          How is the Interest Charge applied? 
          Interest charges accrue from the 1) date of the transaction, 2) date the transaction is 
          processed, or 3) first calendar day of the billing period. Interest charges accrue on every 
          unpaid amount until it is paid in full. This means you may owe interest charges even if you 
          pay the entire �New Balance� one month, but did not do so for the previous month. Unpaid 
          interest charges are added to the proper segment of your account. However, we reserve the 
          right to not assess interest charges at any time. 
           
          Can You Change My Account Terms? 
          Although we don�t plan to, we can change some terms of your account as permitted by law. 
          If we do change any of the terms in this Cardholder Agreement, we will send you notice 
          before doing so. Please review this Cardholder Agreement in full to be sure you understand 
          the current terms for your Card. 
           
          Your APR, daily periodic rate, and interest charges will change if the Prime Rate 
          changes. 
           
          Account Documents. 
          Your Account with us is governed by the following documents: 
             �  this document; 
             �  all Statements; 
             �  any Privacy Notices describing our limitations on sharing information about you 
               with others; 
             �  any Card benefits brochure which describes benefits provided by the Payment Card 
               Network for your Card and Account. The most current version of your Card benefits 
               brochure will replace all prior versions; 
             �  all disclosures and materials provided to you before or when you opened your 
               Account, including Truth in Lending Disclosures; 
             �  all other documents and disclosures relating to your Account including those 
               provided online; and 
             �  any future changes we make to any of the above documents. 
          Please read these carefully and keep them for future reference. An image of any of these 
          can be used instead of the original. 
          New Offers. 
          In the future, we may make new offers to you or forward offers from others that we think 
          you might be interested in. These offers may have different terms and documentation 
          which will be provided when we make you the offer. If you accept the offer, all previously 
          disclosed terms will still apply except as modified by the offer. 
           
          For more information about what we may share and how to opt out, please review the 
          Privacy Notice.  You can see how we collect, use and store your data in our Privacy Policy.   
           
          Consent to Electronic Documents. 
          We are committed to offering services to You in a convenient, controlled, and secure 
          manner. Therefore, the online Card application and approval process has been designed 
          around the expectation that all documents and information required to be provided to You 
          will be provided electronically. We may still deliver paper documents and if we do so, we 
          are not waiving any of these rights. By proceeding with the online application or activating 
          your Card, you agree to the terms detailed in our Electronic Consent Policy, found at 
          www.deserve.com/electronic-consent-policy, as amended from time to time. Please review 
          this Policy to ensure you understand and agree with all of the terms; while we have 
          summarized our terms and conditions here, the Electronic Consent Policy details all of Your 
          and Our rights and obligations. 
          If at any time after you submit the application you change your mind and wish to no longer 
          receive documents and information electronically, please notify us as detailed in the 
          Electronic Consent Policy. Understand that this may result in an adverse decision on your 
          Application. 
          Account Information. 
          We need information about you to manage your Account. The information we need may 
          include: 
             �  your legal name; 
             �  a valid U.S. mailing address and residential address (if different); 
             �  your date of birth; 
             �  your Social Security Number, Passport Number, and/or other government 
               identification number, if available; 
             �  your telephone number(s); 
             �  your employment, income, and asset information; 
             �  your educational history and information; 
             �  your citizenship status and information; and 
             �  other related information as deemed necessary. 
          You must tell us when this information changes. Please update your address in the manner 
          provided on your Statement. You may also update some of this information by logging onto 
          your Account on our website or by calling one of our representatives at the telephone 
          number provided on your Statement or on the back of your Card. We may require you to 
          provide additional documents that are acceptable to us to verify this information or any 
          changes. We maintain the right to restrict or close your Account if your information cannot 
          be verified or if you do not provide additional information as requested. 
          You also give us permission to verify or research, with a third party, the information you 
          provide to us. This permission includes, without limitation, verifying or researching your 
          information with LexisNexis (or similar), United States Department of Homeland Security, 
          and the United States Department of the Treasury. 
          Credit Limit. 
          When you open your Account, you will receive your credit limit. This will also appear on 
          your Statements. We might also refer to your credit limit as your credit line. 
          You are responsible for keeping track of your Account balances and your available credit 
          limit. Do not allow your Account to go over any credit limit, as the transaction could be 
          declined or your credit score could be adversely affected. We may still honor transactions 
          above your credit limit, but our honoring of these transactions will not increase your credit 
          limit. We may also increase, decrease, restrict, or cancel your credit limit at any time. This 
          will not affect your obligation to pay us. 
           
          Using Your Account. 
          You promise to follow the terms of this Agreement as long as your Account remains open 
          or has a balance. Please sign the Card immediately when you receive it. The Card is valid 
          during the dates provided on the front. The Card is our property, and you will return it to 
          us or destroy it if we ask. You will take reasonable steps to prevent the unauthorized use of 
          your Card and Account. 
          We are not responsible if anyone refuses to accept your Card for any reason. Also, we may 
          reject any transaction for any reason. Unless we tell you otherwise, we will bill each 
          transaction to the applicable Segment of your Account and apply it against your available 
          credit limit for the Account and Card for that Segment in each Billing Cycle. 
          You must not use, or try to use the Card for any Internet gambling transactions or 
          transactions that are illegal or not permitted by us. You will still be responsible or such 
          transactions if you do. In addition, these transactions will be subject to this Agreement, and 
          you might have to reimburse the Payment Card Network and us for all damages and 
          expenses. 
          From time to time, due to circumstances beyond our control (such as system failures, fires, 
          floods, natural disasters, or other unpredictable events) our services might be unavailable. 
          When this happens, you might be unable to use your Card or obtain information about your 
          Account. We will not be responsible or liable if this happens. 
          Your Promise to Pay. 
          You promise to pay us all amounts due on your Account. This includes amounts where you 
          did not sign a purchase slip or other documents for the transaction. If you use your Card 
          number without presenting your actual Card (including without limitation mail, telephone, 
          or internet purchases), this will be treated the same way as if you used the Card in person. 
          If you let someone else use your Card, you are responsible for all transactions that person 
          makes. Your promise to pay us will apply to your estate if you die. 
          Statements. 
          We will send you one Statement for all Cards on your Account unless the law does not 
          require or permit us to send a Statement. Statements will be sent at the end of each Billing 
          Cycle when your Account has a debit or credit balance of more than $1.00, or if we have 
          charged any Interest Charges to your Account. Your Statement will show all transactions 
          billed to your Account during the Billing Cycle along with other important Account 
          information. 
           Disputed Transactions. 
           You must inspect each Statement you receive and tell us about any errors or questions you 
           have as described in the �Billing Rights Summary� part of your Statement and other Truth 
           in Lending Disclosures. If you do not notify us as provided in those disclosures, we may 
           assume that all information in the Statement is correct. 
           If you dispute a transaction made by you or someone else on your Account, and we later 
           credit your Account for all or part of the disputed amount, you give us all of your rights 
           against that other person. You also will: 
             �  give us any merchandise or other purchases you received in connection with the 
               disputed amount if we ask; 
             �  not pursue any claim or reimbursement from the merchant and that other person; 
               and 
             �  help us pursue and get reimbursement from the merchant and that other person. 
               Your help includes giving us documents that we ask for and that are acceptable to 
               us. 
          Interest Charges and Fees. 
          We will charge Interest and Fees to your Account as disclosed to you in your Statements 
          and other Truth in Lending Disclosures. In general, Interest Charges begin to accrue from 
          the day a transaction occurs. However, we will not charge you interest on any new balances 
          posted to the purchase Segment of your Account provided you have paid your previous 
          balance in full by the due date. 
          We will treat the following Fees as purchase transactions unless otherwise specified below. 
          These Fees apply to your Account only if they are provided in your Truth in Lending 
          Disclosures. We may increase your Interest Charges and Fees as described in the Changes 
          to Your Agreement section or in your Truth in Lending Disclosures. 
           Late Payment Fee. We may charge you this Fee if we do not receive your payment in time 
           for us to credit it by the due date shown on your Statement. 
           Overlimit Fee. You will not have a fee for going over your credit limit, but your credit score 
           may be adversely affected and the transaction may be declined, depending on the amount 
           of the overage. 
           Returned Payment Fee. We may charge you this Fee each time any payment you make to 
           us is not paid by your financial institution for any reason, even if that institution later pays 
           it. 
           Expedited Payment Fee. We may charge you this Fee each time you request to make a 
           payment over the phone. Before we charge you this fee, we will notify you of the amount 
           and provide an opportunity to opt out of this service. 
           Copying Fee. We may charge you a Fee for copies of transaction documents or Statements 
           unless they are required to resolve a billing dispute. 
           Express Delivery Fee. We may charge you this Fee each time you request express delivery 
           of any account documentation. Before we charge you this fee, we will notify you of the 
           amount and provide an opportunity to opt out of this service. 
           Balance Transfer Fee. Balance Transfers are not available for your Card. 
           Cash Advance Fee. Cash Advance is not available for your Card. 
           Foreign Transaction Fee. We do not charge a fee for foreign transactions. 
           Transactions Made in Foreign Currencies: If you make a transaction in a foreign 
           currency, the Payment Card Network will convert it into a U.S. dollar amount. The Payment 
           Card Network will use its own currency conversion procedures. The conversion rate in 
           effect on the processing date may differ from the rate in effect on the transaction date that 
           appears on your Statement. We do not adjust the currency exchange rate or charge any 
           currency conversion Fees. 
          No Warranties. 
          Except as otherwise provided in the �Billing Rights Summary� part of your Statements, we 
          are not responsible for any claim you might have regarding the purchases of goods or 
          services made with your Card. 
          Merchant Refunds. 
          If you are entitled to a refund for goods or services purchased with your Card, you will 
          accept these refunds as credits to the purchase Segment of your Account. We do not control 
          when a merchant sends us your refund. We will also have a reasonable amount of time 
          after we receive your refund to process it. 
          Minimum Payment. 
          Your Statement will provide instructions for making payments, including the amounts due 
          and the due date for receiving your payment. If applicable, your Statement will also include 
          a minimum payment amount. To avoid a Late Payment Fee, you must pay us at least this 
          minimum payment amount by the due date provided in the Statement. 
          Your minimum payment will equal the greater of: $15 (or your full balance if it�s less than 
          $15); 3% of your ending balance for the Statement; or the total amount by which you have 
          exceeded your credit limit (if applicable). 
          In addition to the minimum payment, you may pay all or part of the total balance on your 
          Account. However, you must still pay at least the minimum payment amount each month, 
          even if you paid greater than the minimum on the previous Statement. 
          We will continue to charge Interest Charges during Billing Cycles when you carry a balance 
          regardless of whether your Statement includes a minimum payment that is due. If your 
          Account is 180 days past due, part of a bankruptcy proceeding or otherwise charges off, the 
          entire balance is immediately due and payable. 
          Making Payments. 
          Your payments must be in U.S. dollars from a U.S. deposit account and otherwise be 
          acceptable to us. We do not accept cash payments. You may not make payments with funds 
          from your Account with us. 
          Mailed Payments. 
          You must mail payments to us at the address provided on your Statement or as otherwise 
          instructed by us or our agents. We will credit it to your Account on the day we receive it, if: 
             �  you send the payment coupon included with your Statement; 
             �  in the same envelope with your payment; 
             �  you include your Account number on your payment; and 
             �  your payment arrives at the address indicated on the payment coupon in our 
               processing center by the time indicated on your Statement. 
          If your due date occurs on a day on which we do not receive payments, any payment 
          received the next day which conforms to the above requirements will not be treated as late. 
          Please allow at least 7 days for postal delivery. Unless we or our agents specifically instruct 
          you to remit payment in a different manner, payments received at any other location or in 
          any other form might not be credited for up to 5 days. This might cause you to be charged 
          late payment Fees and additional Interest Charges. 
          Faster Payment Services. 
          We may make services available that allow you to make faster payments through a 
          customer service representative using a telephone, the internet, or other payment system. 
          We will describe the terms for using these services before you use them. You do not have to 
          use these other payment services, and we may charge you a Fee for using them. If we do, 
          we will tell you the amount of the Fee at the time you request the service. We are not 
          responsible if a payment made using our payment services is rejected or not paid. Even if it 
          is, we may still keep the Fee. 
          If you give your Account number or other Account information to someone else to make a 
          payment for you, we may provide them limited Account information necessary for the 
          payment and process their payment as if you made it. We may refuse to accept any 
          payment made by someone else for your Account. If we accept a payment made by 
          someone else for your Account, you will be responsible for the payment made even if that 
          payment is rejected or not paid. 
          Payment Processing. 
          We may accept and process payments without losing any of our rights. Even if we credit 
          your payment to your Account, we may delay the availability of credit until we confirm that 
          your payment has cleared. We may resubmit and electronically collect returned payments. 
          We may also adjust your Account as necessary to correct errors, to process returned and 
          reversed payments, and to handle similar issues. 
          When you provide an Item as payment, you authorize us either to use information from 
          your Item to make a one-time electronic fund transfer from your deposit account or to 
           process the payment as an Item. We will provide additional information about this process 
           on your Statement or other documents we send you before your payment. 
          When you provide an Item as payment, it might also be converted into an electronic image 
          and collected and returned electronically. These electronic images may also be converted 
          to substitute checks. We will not be responsible if an Item you provide has physical 
          features that when imaged result in it not being processed as you intended. 
          How We Apply Your Payments. 
          We apply your payments to the higher Annual Percentage Rate balances before the lower 
          ones.  In all cases, we will apply payments and credits in accordance with applicable law. 
          Available credit created as a result of payments posted to your Account may not be 
          available for up to seven (7) days, or longer if circumstances warrant an additional hold, or 
          if we deem ourselves at risk for any reason. 
          Items with Restrictive Words, Conditions, or Instructions. 
          Our acceptance of payments labeled �payment in full� or restrictive words to that or any 
          similar effect, will not constitute an accord and satisfaction nor a waiver of any rights we 
          have to receive a full payment on all balances due. 
          Credit Balances. 
          We may reject and return to you any payment that creates a credit balance on your 
          Account. Any credit balance we allow will not be available until we confirm that your 
          payment has cleared. We may reduce the amount of any credit balance by any new 
          amounts billed to your Account. You may contact us as provided on your Statement and 
          request a refund of any available credit balance. If you contact us in writing, we will refund 
          your credit balance within 7 Business Days from our receipt of your written request. 
          Account Default. 
          We may consider you in default of your Agreement with us if: 
             �  you do not make any payment when it is due; 
             �  any payment you make is rejected, not paid, or cannot be processed; 
             �  you exceed a credit limit; 
             �  a bankruptcy or other insolvency proceeding is filed by or against you; 
             �  you die or are legally declared incompetent or incapacitated; 
             �  we determine that you made a false, incomplete, or misleading statement on any of 
               your Account documentation or you otherwise try to defraud us; 
             �  you do not comply with any term of this Agreement or any other agreement with us; 
               or 
             �  you permanently reside outside the United States. 
          For certain actions, including changing the rates and Fees on your Account, our options 
          appear in our original offer materials when you opened your Account. Remember, paying 
          the Fees charged in connection with a default will not by itself cure the default. In addition, 
          if you are in default, we may take the following actions without notifying you, unless the 
          law says that we must notify you: 
             �  close or suspend your Account; 
             �  lower your credit limits; 
             �  increase your minimum payment; 
             �  demand that you immediately pay the entire balances owing on your Account; 
             �  continue to charge you Interest Charges and Fees as long as your balances remain 
               outstanding; and/or 
             �  pursue any other action against you that the law allows, which includes the filing of 
               a lawsuit against you. 
          You must pay us all of our collection expenses, attorneys� fees, and court costs unless the 
          law does not allow us to collect these amounts. 
           
          Communications. 
          We may contact you from time to time regarding your Account. We may contact you in any 
          manner we choose unless the law says that we cannot. For example, we may: 
             �  contact you by mail, telephone, email, fax, recorded message, text message, or 
               personal visit; 
             �  contact you using an automated dialing or similar device (�Autodialer�); 
             �  contact you at your home and at your place of employment; 
             �  contact you by social media; 
             �  contact you on your mobile telephone; 
             �  contact you at any time, including weekends and holidays; 
             �  contact you with any frequency; 
             �  leave prerecorded and other messages on your answering machine/service and 
               with others; and 
             �  identify ourselves, your relationship with us, and our purpose for contacting you 
               even if others might hear or read it. 
          Our contacts with you about your Account are not unsolicited and might result from 
          information we obtain from you or others. We may monitor or record any conversation or 
          other communication with you. Unless the law says we cannot, we may modify or suppress 
          caller ID and similar services and identify ourselves on these services in any manner we 
          choose. When you give us or we obtain your mobile telephone number, we may contact you 
           at this number using an Autodialer and can also leave prerecorded and other messages. We 
           may do these things whether we contact you or you contact us. 
          If you ask us to discuss your Account with someone else, you must provide us with 
          documents that we ask for and that are acceptable to us. 
          Credit Reports. 
          We may provide information about you and the Account to consumer (credit) reporting 
          agencies and others as provided in our Privacy Notices. Information we provide might 
          appear on your credit reports. This could include negative information if you do not comply 
          with the terms of this Agreement. We may obtain and use credit and income information 
          about you from consumer (credit) reporting agencies and others as the law allows. 
          Closing or Suspending Your Account. 
          You may ask us to close your Account by calling or writing us as described on your 
          Statement. Your Statement will provide additional information about this process, and we 
          may also separately provide you with additional details after your request. This might 
          include payment information. If you use your Card or charges post to your Account after 
          you ask us to close it, we may keep it open or reopen it. 
          We may close or suspend your Account and your right to obtain credit from us. We may do 
          this at any time and for any reason permitted by law, even if you are not in default on your 
          account with us. A suspension of your Account might be permanent or temporary. 
          If your Account is closed or suspended for any reason, you must stop using your Card. You 
          must also cancel all billing arrangements to the Account. We will not do this for you. If we 
          close or permanently suspend your Account, you must also destroy all Cards. You must still 
          pay us all amounts you owe on the Account, even if they are charged after your Account is 
          closed or suspended. 
          Lost or Stolen Card. 
          You will take reasonable steps to prevent the unauthorized use of your Card and Account. If 
          your Card is lost or stolen or if someone else might be using it without your permission, 
          you must tell us at once. You may tell us by calling the telephone number on the back of 
          your Card or on your Statement or by writing us at the address on your Statement. You will 
          not be responsible for charges made to your Account that are found by us to be 
          unauthorized. If we reimburse your Account for unauthorized charges made using your 
          Card, you will help us investigate, pursue, and get reimbursement from the wrongdoer. 
          Your help includes giving us documents that we ask for and that are acceptable to us. 
          Changes to Your Agreement. 
          At any time, we may add, delete, or change any term of this Agreement unless the law 
          prohibits us from doing so. We will give you notice of any changes as required by law. If we 
          do notify you of changes, we will send you a separate notice or inform you on your 
          Statement. We may send this notice to you electronically as permitted by law. Our notice 
          will tell you when and how the changes will take effect and describe any rights you have in 
          connection with the changes. 
          If we increase your Fees or other terms of your Account we will notify you in writing and 
          inform you of your options in advance, including the right to opt out of some of these 
          changes. 
          If your payment is not received within 60 days after the payment due date, we may 
          increase your Interest Charges and Fees for existing balances and new transactions at any 
          time. We may change any other terms of your Account at any time. 
          The Law that Applies to Your Agreement. 
          The issuer of your Card is Celtic Bank, a Utah-Chartered Industrial Bank, Member FDIC. In 
          accepting a Deserve MasterCard, you agree to the following provisions: (1) This Agreement 
          (including account and services related to this account) will be interpreted by the laws of 
          the state of Utah.  This means that the laws of the state of Utah will govern any dispute 
          arising from or relating to this Agreement. Federal law will also be used when it 
          applies.  (2) You waive any applicable statute of limitations as the law allows. Otherwise, 
          the applicable statute of limitations period for all provisions and purposes under this 
          Agreement (including the right to collect debt) will be the longer period provided by Utah 
          law or the law in the jurisdiction where you live. (3)  Regarding venue, you agree to submit 
          to the jurisdiction of the state of Utah and federal courts in and for Salt Lake City and Salt 
          Lake County, Utah.  This means that any dispute, action or proceeding relating to this 
          Agreement will be brought in the Federal District Court of Utah or state court in the county 
          of Salt Lake City. (4) See applicable Arbitration Provision below. 
          Accordingly, it is important that you read the provisions of this section, the Arbitration 
          Provision below, and the entire Agreement carefully.  If any part of this Agreement is found 
          to be unenforceable, the remaining parts will remain in effect. 
          Arbitration Provision: 
          Should a dispute arise, you agree to resolve the matter through Arbitration, in which 
          case you will not have the right to have that claim resolved by a judge or jury and you 
          will not have the right to participate in a class action.  You may reject the Arbitration 
          provision with respect to your new account within 30 days after receiving your 
          credit card approval letter.  If so, your rejection must be in writing and postmarked 
          within 30 days from the date of your approval letter, addressed to Celtic Bank, 268 
          South State Street, #300, Salt Lake City, Utah 84111. Otherwise, a rejection will be 
          invalid.  Further, should you reject the Arbitration process (or if a court or federal 
          regulator determine the Arbitration process inapplicable), you agree to waive your 
          right to jury trial and proceed in a non-jury court proceeding.  You understand that 
          federal district court and state court processes and rules may require parties to seek 
          resolution of matter via settlement or other dispute resolution proceedings. In 
          waiving your right to a jury trial, you agree that your waiver is made knowingly, 
          intelligently and voluntarily.     
          Military Lending Act Disclosure. 
          Federal law provides important protections to members of the Armed Forces and their 
          dependents relating to extensions of consumer credit. In general, the cost of consumer 
          credit to a member of the Armed Forces and his or her dependent may not exceed an 
          annual percentage rate of 36 percent. This rate must include, as applicable to the credit 
          transaction or account: The costs associated with credit insurance premiums; fees for 
          ancillary products sold in connection with the credit transaction; any application fee 
          charged (other than certain application fees for specified credit transactions or accounts); 
          and any participation fee charged (other than certain participation fees for a credit card 
          account). To be provided with an oral disclosure of this information, please call toll-free  
          1-800-316-7258. 
          Waiver. 
          We will not lose any of our rights if we delay taking any action for any reason or if we do 
          not notify you. For example, we may waive your Interest Charges or Fees without notifying 
          you and without losing our right to charge them in the future. We may always enforce our 
          rights later and may take other actions not listed in this Agreement if the law allows them. 
          You do not have to receive notice from us of any waiver, delay, demand or dishonor. We 
          may proceed against you before proceeding against someone else. 
          Assignment. 
          This Agreement will be binding on, and benefit, any of your and our successors and assigns. 
          You may not transfer your Account or your Agreement to someone else without our 
          written permission. 
          We may transfer your Account and this Agreement to another company or person without 
          your permission and without prior notice to you. They will take our place under this 
          Agreement. You must pay them and perform all of your obligations to them and not us. If 
          you pay us after you are informed or learn that we have transferred your Account or this 
          Agreement, we can handle your payment in any way we think is reasonable. 
          This includes returning the payment to you or forwarding the payment to the other 
          company or person. 
                                �
                         Deserve  PRO MasterCard Cash Back Program 
          Earning Cash Back. 
             �  With this credit card, you will earn cash rewards, in the form of statement credits, 
               by using your card for purchases. You will not earn cash rewards on ATM 
               withdrawals, cash advances or balance transfers (ATM withdrawals, cash advances, 
               and balance transfers are not available). The following types of transactions won�t 
               count and won�t earn points: purchase of travelers checks, foreign currency, money 
               orders, wire transfers or similar cash-like transactions, lottery tickets, casino 
               gaming chips, race track wagers or similar betting transactions, any checks that 
               access your account, interest, unauthorized or fraudulent charges, and fees of any 
               kind, including an annual fee, if applicable. 
             �  1% Base Cash Back: You will earn 1% cash back on all purchases. At the end of 
               each billing period, your cash back will be calculated by multiplying the total 
               amount you spent (minus any returns, account fees, and interest charges) by 1% 
               (.01). 2% Bonus Cash Back: Earn a total of 2% cash back (equal to $0.02, consisting 
               of 1% bonus cash back and 1% base cash back) for every $1 of Net Purchases made 
               at eligible restaurants (offer excludes bars). 3% Bonus Cash Back: Earn a total of 
               3% cash back (equal to $0.03, consisting of 2% bonus cash back and 1% base cash 
               back) for every $1 of Net Purchases made on eligible travel & entertainment, 
               including hotels, car rental, airlines, tourism, and general entertainment (exceptions 
               may apply). Merchants are assigned a merchant category code (MCC) based on the 
               merchant�s primary line of business. We do not determine which MCC a merchant 
               uses to classify itself. We group similar MCCs into Bonus Categories to help you earn 
               bonus rewards on purchases made at specific merchants. Your purchase may not 
               qualify to receive the bonus earn rate if the merchant does not process transactions 
               under the MCC that corresponds with the Bonus Category, or if your purchase is 
               processed through a third-party payment account, mobile/wireless card reader, 
               digital wallet or similar technology where the technology does not support 
               transmission of MCCs. For those Net Purchases, you will earn base cash rewards of 
               1%. Bonus Category Cap: Restaurant, Travel, and Entertainment categories earn 
               bonus cash back on the first $500 of combined net purchases made each billing 
               cycle. Once the $500 per billing cycle limit is reached, you will earn 1% Base Cash 
               Back on additional purchases. 
             �  From time to time, you may receive promotional offers which allow for additional 
               cash back. These offers will not be available if your account is closed or delinquent 
               on the date we determine whether you have met the terms of the offer. 
             �  Purchases do not include items returned for credit, and interest and account fees. 
           Redeeming Cash Back. 
             �  Any cash back earned will be automatically redeemed as a statement credit, in 
               increments of $25. 
             �  Redemption is not available if account is closed, delinquent or over limit. In the 
               event of a lost or stolen card, or we issue a new account number, we will transfer 
               your cash back to the new account. If the account does not qualify for redemption, 
               redeemable balances will be re-evaluated in the next distribution period. 
             �  Cash back rewards have no expiration while the card is open. 
          Value of Cash Rewards. 
          Cash rewards have no cash value until eligible cash rewards are redeemed as a statement 
          credit. You may not assign, transfer, or pledge your cash rewards. You have no property 
          rights or other legal interest in cash rewards. 
           
          Glossary. 
          Account means your Card Account with us. 
           Annual Percentage Rate, or APR, is the percentage you are charged annually for the debt 
           that you accrue. 
           Billing Cycle means a period of time that might vary in length but is approximately 30 
          days. The specific period of time is described on each Statement. However, you will have a 
          Billing Cycle even if a Statement is not required. 
          We will often specify a Billing Cycle by the month in which its closing date occurs as 
          provided on the Statement. For example, a �March Billing Cycle� will have a closing date in 
          March. We may also refer to a Billing Cycle as a �Billing Period.� If your Account balance has 
          charged off, we may switch to quarterly Billing Cycles to your Account. 
          Business Day means any day our offices are open for the processing of payments and 
          credits. 
          Card means any Card associated with your Account, which includes all renewals and 
          substitutions. It also means any other access device for your Account we give you that 
          allows you to obtain credit. 
          Credit means an accounting entry that decreases a liability; in this case, your outstanding 
          balance with Deserve. 
          Credit Limit means the amount of credit extended to you. 
          Daily Periodic Rate, is calculated at 1/365 of your APR. 
          Fees means conditional charges imposed on your Account that are not based on the Annual 
          Percentage Rates. 
          Interest Charges means any charges to your Account based on the application of Annual 
          Percentage Rates. 
          Item means a check, draft, money order, or other negotiable instrument you use to pay 
          your Account. This includes any image of these instruments. 
           Payment Card Network means MasterCard International Incorporated, or any other 
           network provider displayed on the Card. 
           Segments means the different parts of your Account we may establish that are subject to 
           unique pricing, grace periods, or other terms. We create these parts of your Account for 
           such things as your purchases and Special Transfers. 
           Special Transfer means a Transfer posted to the Special Transfer Segment of your Account 
           and not to your purchase Segment. 
           Statement means a document or information we provide to you showing Account 
           information including, among other things, transactions made to your Account during a 
           Billing Cycle. We might also refer to your Statement as a �Periodic Statement� or a �Billing 
           Statement.� 
           Transfers means balances transferred from other Accounts to this Account and includes 
           Balance Transfers and Special Transfers. 
           Truth in Lending Disclosure means any Account information we provide to you that is 
           required by the federal Truth in Lending Act and Regulation Z. These include your 
           application and solicitation disclosures, Account opening disclosures, subsequent 
           disclosures, Statements, and change in terms notices. 
            
                                  YOUR BILLING RIGHTS 
           
          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, write to us at: 
          Deserve, Inc. 
          P.O. Box 1286 
          Menlo Park, CA 94026-1286 
           
          In your correspondence, 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. 
             �  You must notify us of any potential errors in writing. You may call us, but if you do 
               we are not required to investigate any potential errors and you may have to pay the 
               amount in question. 
          WHAT WILL HAPPEN AFTER WE RECEIVE YOUR LETTER 
          When we receive your letter, we must do two things: 
             1.  Within 30 days of receiving your letter, we must tell you that we received your 
               letter. We will also tell you if we have already corrected the error. 
             2.  Within 90 days of receiving your letter, 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: 
             �  We cannot try to collect the amount in question, or report you as 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 credit limit. 
           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 credit 
          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 exert this right, all of the following must be true: 
             �  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.) 
             �  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.  Deserve does not offer cash advances, ATM access, or credit card access 
               checks. 
             �  You must not yet have fully paid for the purchase. 
          If all of the criteria above are met and you are still dissatisfied with the purchase, contact us 
          in writing at: 
          Deserve, Inc. 
          PO Box 1286 
          Menlo Park, CA 94026-1286 
           
          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.